Learning
by Ice-Song
Summary: Ben is taken into space in order to protect him from races who wish to take the Omnitrix for their own reasons. There he meets representitaves from each of the ten races represented by the watch and he learns about each one as they all learn about him.
1. Chapter 1

Ben gazed out of the RV at the winding black road with a glazed over gaze. Gwen glanced up at Ben and wondered how long it had been since he'd actually stopped seeing the road. She sighed and looked back down at the screen while saying, "Hey doofus, if you keep looking like that your face is gonna freeze that way."

Ben's forehead slipped off the glass and a dull thud could be heard as his head hit the window panel leaving an angry red mark in its wake. Gwen giggled and closed the lid of her laptop. "See?" she asked.

Ben rubbed his forehead and stuck his tongue out at Gwen. "Shut up," he muttered quietly so that their grandpa couldn't hear.

Gwen kept a smug grin on her face as she got up to rest in the back of the RV. Ben glowered at her until her form was no longer visible because of the blanket she pulled over herself. His small reprieve from boredom done and over with he turned his gaze back out of the RV. "Grandpa," he whined out while watching the white dashes fly past the vehicle.

"Yes, Ben?" Grandpa Max asked in a knowing voice. He remembered his son being just as bad on long road trips.

"How much longer?" he muttered, finally putting his head in his arms because of the headache he could feel beginning at the base of his neck.

"Don't worry Ben, we haven't got too much more to go. We'll be at the next town by sundown," his grandfather answered fairly.

"Which is in…" Ben asked, letting the end trail off so that his grandpa could fill in the rest of the sentence.

"Two hours," came the answer.

Ben groaned and curled up on the table cushion. He stared at the ceiling of the car and let out a huge sigh that he knew everyone else in the RV could hear. He didn't really care because he was bored and tired and crabby and everything a boy his age really didn't want to be.

Grandpa Max smiled and continued to drive down the highway towards the campsite he had wanted to visit all summer.

Two hours later they pulled into the town that grandpa had promised to take them to. He knew they could probably make it to the campsite if he was given another two or three more hours but the looks on his grandkid's faces told him that he didn't have two or three more hours left. He doubted he had sixty seconds left.

He pulled up to a nice looking hotel and stopped the car. "All right, everyone out," he said good-naturedly.

Ben cheered and jumped out of the car, stretching his arms high above his head and gazing at the dimming sky. "Finally," he said happily and walked around the RV a few times to stretch out his cramped leg muscles.

Gwen emerged, tired and somewhat crabby. She too stretched and yawned and looked over as her grandpa also came out. "We're checking in here?" she asked.

"That's the idea," he answered and locked the RV. "Come on Ben, after we check in you can go play in the arcade."

"Yes!" Ben cheered, pumping his fist into the air and dashing into the lobby.

Gwen rolled her eyes and Max hid a smile as they followed him in at a much slower pace.

Ben was bobbing up and down by the reception table as Max slowly made his way towards him. The attendant looked from Ben to Max and nodded at Ben. "He yours?" she asked in a southern drawl.

"Yes, we'd like a double room, non smoking please?" Max replied, pulling out his wallet.

The woman nodded, "How many nights?"

"One," he replied, handing over his credit card.

She typed something into the computer and handed him back his card and two magnetic keys. "Enjoy your stay here," she said with a smile and nodded at the family behind them.

Max quickly scooted Ben and Gwen out of the way before putting his card back into his wallet and looking at the room number. He looked at the nearest sign and saw that their room was on the first floor. "All right kids, let's go," he said and nodded towards the hall they were to go down.

Ben ran down the hall with Gwen in pursuit and Max not far behind. Max stopped at the door labeled '103' with Ben almost at the end of the hall and Gwen halfway there. "This is it!" he announced loudly so that his grandkids would come back.

Ben and Gwen were forced to double back as Max ran the magnetic card through the slot and opened the door. Even though he was by far the farthest one away from the door when Max started to open it, Ben somehow made it into the room before anyone else. Max shook his head amusedly while Gwen merely scoffed and jumped onto the nearest bed to resume her nap.

Ben looked around the room once, then recalled his grandpa's promise. "Can I go the arcade now? Please?" he asked, even putting his hands together in a small begging gesture.

Max chuckled and handed the extra key to Ben. "All right, but be back by eight, all right? That gives you an hour and a half, more then enough time to waste all your current pocket money."

"I'm good at those games, I probably won't spend more then a few dollars," Ben said proudly.

"I believe it," Max muttered under his breath. "Go ahead," he told Ben but his grandson was already out of the door. Max shook his head, flipped on the TV and reclined in the bed, tired from all the driving he had done that day.

Ben went into the game room and found a shooter game he prided himself on to be particularly good at. After getting a few coins to feed to the machine he settled down and began to play happily. Blasting alien scum after spending close to 10 hours in the car was a great stress reliever although it was nothing like the real thing.

While Ben continued to pulverize the digitized aliens on the screen in front of him he was oblivious to the current activity going on behind him. Hoverboard came out of the shadows and stood behind the spunky boy. Ben stayed completely out of the know until the very end when he took down what he knew to be the boss of the game and the game won screen came up. To his delight he noted that he also achieved the highest score of anyone to play on that particular consul. "Oh yeah!" he cheered, dropping the fake gun and turning around. "I won, oh yeah!" he said again and opened his eyes. He saw the torso of Hoverboard and his eyes slowly traveled up to meet his eyes. "I… hello there," he said slowly.

"Hello," Hoverboard replied calmly. "I'd like to have a talk with you and your grandfather, do you have a minute?"

"Of course," Ben replied, still a bit stunned. Behind him the music that announced the winning of the game and the ceremony of having one's initials put into the game to be cemented forever on the screen flashed. Ben turned around, grinned sheepishly at Hoverboard and said, "Hold on one second, I wanna do this first."

Hoverboard crossed his arms and waited patiently while Ben put his initials into the game and jumped out of the way. "All right," he said good-naturedly. "Um, how are you planning you get from here to my room without being seen?"

"I have a cloaking device. Can we get a move on, I don't feel safe here," Hoverboard said with a small bit of nervousness betrayed in his voice. His apparent worry scared Ben a little because the last time they met he remembered Hoverboard as someone who was very sure of himself.

Ben walked back to his hotel room and he noted the sound of heavy footprints behind him but he couldn't see Hoverboard due to the alien-cloaking device that he apparently was wearing. When he got to the room he slid the magnetic key through the slot and opened the door. "Grandpa?" he called out.

Max turned off the TV. "Ben, I thought you weren't going to be back for another hour. What's up?"

Ben stepped out of the way and Hoverboard's massive form could be seen as he tried to squeeze through the doorway of the room.

"Oh my," Max gasped, jumping to his feet. "Gwen, get up."

"He's a good guy," Ben said quickly. "He's the one that gave me the hover board, remember?"

"Of course I do," Max replied and watched as the hulking alien finally made it into the room. "But I doubt he makes house calls without very good reasons."

"Ah, sharp as ever Tennyson," Hoverboard said as the door shut with a click.

Gwen sat up, rubbing the sleep from her eyes. "Another person who knows about you grandpa?" she asked with a yawn.

"I only read files about his fight with Vilgax," Hoverboard answered. "Very impressive for a human to bring down one of the most feared warlords in the universe."

Max waved his hand as if to dismiss the praise even though he was blushing. "That was awhile ago," he said. "But onto what brings you here."

"Yes," Hoverboard said, becoming a bit somber. "Mr. Tennyson, I know this will sound weird but due to recent circumstances, none of which anyone could have avoided, I've been ordered to bring the host of the Omnitrix into a custody of sorts." 


	2. Chapter 2

"WHAT?" Ben and Gwen gasped.

"What do you mean, 'of sorts'," Max asked, a dangerous edge to his voice.

Hoverboard sighed. "Ever since Vilgax was defeated the power struggle for the Omnitrix has only grown more turbulent. You have to realize just how many races and how many people want this thing. There is a council comprised of the ten races that are represented in that device who seek to bring peace with it. The fact that it is held in the hands of a child is a bit unnerving."

"Hey!" Ben protested.

"It has nothing to do with the fact that you're an earthling or your background against other aliens and humans. It has to do with the fact that you are merely one person and against an army even you would be overwhelmed, child," Hoverboard told him in a gruff voice.

Ben closed his mouth but continued to glare at the alien anyway.

Max crossed the room and placed his hands on Ben's shoulders. "Are you sure you have to take him?" he asked softly.

"In order to keep the Omnitrix from enemy hands and in order to protect Ben it's the best option we have. Also, the council of elders that runs all the political decisions of our alliance has ordered it. They wish to meet with the one that the Omnitrix has bonded with," Hoverboard explained. "I know it's a bit overwhelming but I'm afraid I have no choice."

"Can we come?" Max asked even though he knew the answer.

Hoverboard shook his head. "I'm afraid not. Bringing a human up to our space station is walking on thin ice as it is. I can assure you that once the races that are after the Omnitrix's powers are brought under control I will be more then happy to being Ben back to you. This is as much for his safety as it is to ensure that the Omnitrix doesn't end up in the wrong hands."

"Look, I'm not his father, I'm his grandfather. I can't just let anyone come and take him, intergalactic war or no," Max replied, keeping a firm grip on Ben's shoulders.

Hoverboard sighed, "Mr. Tennyson, I hold a lot of respect for you and I know you understand how deep this goes. Please, don't make me use force."

Ben shrank into his grandfather's grip, ready to activate his watch if need be. Max sighed and patted Ben's shoulder, an invisible sign that told him no. "As long as he can contact me and his parents on a regular basis then fine. How long in our time do you think this will last?"

"In all we hope to have the situation under control in a few weeks of your time," Hoverboard answered. "War is tricky but we think we have the resources to do so. It's just a matter of keeping what they want away from them."

"Sometimes I hate this stupid thing," Ben muttered darkly.

Max nodded, "All right. He'll be able to call?"

"You have my word," Hoverboard answered. "I promise I'll set up a communications line just for you."

"What about my calls to mom?" Ben asked, looking at his grandpa.

"I'll wire those through," Max promised. "Ben, I know this tough, but you have to realize that he's right. We can't risk a kind of war to break out over earth like this."

Ben pouted, "But I want to stay here."

"You'll be with a bunch of aliens," Max said, trying to put a bright spin on it. "How cool is that? Who else would get to do that with their summer vacation?"

"Yeah," Ben said softly, slowly brightening up.

"Are you sure, grandpa?" Gwen asked, coming over.

"War is no joke, Gwen, especially one of this nature. Besides, I'd rather have Ben somewhere safe while this blows over. I was plenty nervous when Vilgax attacked and almost got Ben," Max replied evenly. "I don't want a repeat of that."

Ben blushed. "I know, lucky you set that self destruct, huh?" he asked.

Max ruffled Ben's hair affectionately. "I knew that he would do anything to get the Omnitrix, and I also knew that you would do anything to keep us safe. I like to have a little something called 'insurance' when I take some risks."

Ben smiled up and his grandpa and hugged him. "When I get back can we please go some place cool?"

"I think we've been to plenty of cool places," Max frowned.

"No, no, cool like Cedar Point cool," Ben said excitedly.

"You just want to go on the really big roller coasters," Gwen noted with a smirk.

Ben stuck his tongue out at his cousin. "Duh," he replied.

"All right, we'll go to Cedar Point when you get back, I promise," Max said. "Just be good all right? No pranks, we're dealing with very sensitive connections with races of beings we know very little about."

"I promise," Ben replied solemnly.

Gwen blushed and gave Ben a quick hug. "Learn when to keep your mouth shut dweeb," she said into his ear. "I won't be there to cover your big, fat mouth."

Ben hugged back very quickly and they let go. "I'll try," he said cheekily.

Hoverboard watched this all very quietly and when the goodbye's had apparently been said he nodded to Ben. "Ready?"

"I guess," Ben muttered.

There was a click and the cloaking device came back on. "Good, follow me," a voice said.

"How?" Ben asked dubiously.

Gwen pointed at the floor. "You can see his footprints."

"Oh," Ben said and followed the massive form towards the door. "Bye, grandpa, remember you promised me!"

"I know Ben. Stay out of trouble," Max managed to say before the door shut. "Oh boy," he sighed.

"Grandpa, is it really that bad?" Gwen asked.

"I don't know Gwen. Whatever is happening up there it's bad enough that the watch Ben has is becoming a liability," Max noted with concern.

"I'm worried grandpa," Gwen said shakily.

"Me too, Gwen. Me too," Max replied.

Ben followed the footsteps to a small silver craft hidden out of the way. "So uh… in all fairness, where are we going?"

Hoverboard reappeared and activated the craft. "The Omnitrix is based on the DNA of ten species of aliens. There is a spacecraft where ten chosen to represent their race live to ensure that more Omnitrix's can be made if it's needed. However since they're difficult to create and you hold the only working one to date we're not in any rush to try again. Just suffice to say that where we're going is a form of that 'insurance' your grandfather was talking about."

"Oh," Ben said simply.

"You can get in. It might take us a few hours to get back because I have to be careful about not giving away my final location to anyone," Hoverboard said.

Ben climbed into the spacecraft and sat on a seat behind the one with the controls. Hoverboard got into the front seat and an airtight shield hissed overhead, sealing it shut for when they got into space.

Since the seats were big enough for Hoverboard they were far too big for Ben. While the craft rumbled to life Ben pulled his knees to his chest and looked around. From one vehicle to the other in such a short time. With a sigh he fell over onto his side and gazed out of the shield at the dimming sky. Without warning the spacecraft shot into the air and away from where they were with alarming speed even though Ben could feel no difference in movement.

"Are you all right?" Hoverboard asked, glancing around at his new charge.

"I'm fine," Ben muttered. "Just tired. You came on a real bad day you know," he accused.

Hoverboard sighed, but he reminded himself that Ben was merely a child and so him saying such things wasn't considered abnormal on earth. "How so?" he asked.

"Well for one thing I've been in an RV for 10 hours today," Ben growled. "Do you have any idea how boring the Midwest is to look at after three days? Most exciting thing I've seen in three days is a cow, and I've seen hundreds at this point!"

Hoverboard's hard lips twitched upwards momentarily in a slight smile. "I assure you that once we've docked you can run around to your heart's content as long as you don't get yourself into trouble."

"You sound like Gwen," Ben muttered and turned on his side. "She always says stuff like that."

"Hm," Hoverboard replied, unsure of what to say. Send him on a dangerous undercover mission and he won't bat an eye, tell him to take on the enormous pressure of representing his whole race in a highly political maneuver to create a weapon of immense power and he's right in the front, ask him to baby-sit an earthling who stumbled onto something larger then life and he was ready to run away and hide. Who was he to keep an eye on a young child from a different race? It wasn't like he knew a ton about humans to begin with and he knew even less about kids. Great combination.

Ben took his silence as an invitation to close his eyes. Within a half hour he was asleep on the huge back seat as Hoverboard continued to maneuver the craft in space, taking care to weave a tangled web of connections to confuse anyone trying to follow him. This was his life, his calling. He was a proud person and he was unsure of whether keeping an eye on Ben and the Omnitrix was a particularly high calling or a demotion.

With his guidance, he finally managed to coax the craft into the hidden space station. With a heavy sigh he let the craft open and he stepped out, feeling a small sense of accomplishment that things had actually gone rather smoothly. "Hey, we're here," he said gruffly.

Ben wrinkled his nose in his sleep and turned over murmuring something about ice-cream and hotdogs.

"Ben?" Hoverboard asked again.

Ben didn't even move the second time. He stayed fast asleep, the hours of in transit finally taking their toll on his body and mind.

Hoverboard looked around, unsure of what to do. On the one hand, he probably could just wake Ben up and show him to his room; on the other he really didn't want to deal with a cranky child. Then again with his body being the way it was he'd probably end up hurting the child, whether he picked him up or even shook him awake.

"Hey, you're back!" a gruff voice said loudly from the opening.

Ben groaned in his sleep and turned over again, curling up into a ball and lying still. Apparently he had been very tired.

"Shh," Hoverboard said out of force of habit.

The creature that Ben knew as Fourarms but whose actual name translated roughly to 'Strongred' due to his physique and color but most of the other aliens on board simply called him Red and left it at that raised his eyebrow. "Shhh?" he repeated. "You got the human?"

"Yeah," Hoverboard replied. "He's… kinda asleep."

Red walked over and looked in the spacecraft. The sleeping Ben was oblivious to everything so he remained in his curled up position and continued to nap. "He doesn't seem so bad," Red laughed robustly. "The way you described your encounter made him seem like some hyperactive ball of energy or something."

"You didn't see the way he fought," Hoverboard growled.

"Well, might as well get the human into bed," Red said cheerfully and picked up Ben gently in his top pair of arms. Ben stirred but didn't wake up as Red and Hoverboard walked out of the hanger.

"You're so casual," Hoverboard noted.

Both pairs of Red's arms shrugged. "He's just a kid, Hoverboard. Kids sleep, or at least most of the kids in the races I know of sleep."

Hoverboard nodded, "All right. I'll go report in to the main council. You know where we set up his room?"

"Yeup, leave it to me," Red said with a nod and turned down a different hallway.

The alien known to Ben as Heatblast but whose name was 'Sundweller' came up and eyed Ben. "So, that's the Omnitrix holder?" he asked dubiously.

"Yeup," Red replied.

"Seems kinda small," he noted.

"He's a kid," Red said wisely.

"I see that," Sun replied. He frowned at Ben then shrugged. "Guess I'll see you tomorrow then," he said with a careless wave of a burning hand and walked off.

Red opened a door where a rather large room with a comfortable bed, a table, a TV and anything else the aliens had seen that was commonly in a room. Red put Ben into the bed and then he covered him with the dark blue sheets, mimicking a move he had seen on a TV show that they picked up from the satellites they were hidden among.

Ben snuggled into the sheets and curled back up, finally settling down into his rest for the night. Red smiled and left the room, already feeling accomplished. Even though he was very strong it didn't mean he was the most violent of the bunch. Truthfully that title could easily be given to the alien Ben knew as Wildmutt who really didn't have a name because everyone else was honestly too afraid to find out. 


	3. Chapter 3

The next morning, Ben blearily opened an eye and gazed at the room. His foggy brain registered he was not at home and not in his own bed and when he turned over he half expected to he his grandpa there but he was alone. He sat up with a gasp, his brain becoming sharp and clear in a matter of seconds, only then did he remember what had happened the previous day. He groaned and fell back onto the fluffy pillows with a sigh. Not only was he not home, he wasn't even on earth anymore.

He really didn't feel like getting up, no matter how cool he thought being in a spaceship way above earth may be. He hated to admit it, even to himself but the one thing he wanted at that moment wasn't to be at Cedar Point or teasing Gwen; he really wanted to be home with his mother.

"Oh, so you're awake," a whispery voice said. Ben blinked and looked directly above him to see Ghostfreak appear right before his very eyes. Ben jumped and sat up, his head going through the ectoplasm that seemed to make up the being.

"Woah," Ben gasped and looked at him. "How long have you been there?" he asked sheepishly.

"Just a few minutes," the ghostly apparition replied. "I was sent here by Hoverboard to see if you were awake. He wants to talk to you."

"Oh," Ben said simply and slid from the bed he was in, leaving the covers rumpled and undone. "Did he say anything else?"

"No," came the simple answer.

"Huh," Ben murmured as he left his room. He looked at the alien floating beside him and a thought came to mind. "What's your name?" he asked suddenly.

"Me?" he asked, pointing to himself.

Ben nodded, "Yeah, well everything has to have a name, right?"

Even though Ghostfreak couldn't smile, the idea of one was still there when Ben said that. "You can call me Specter as I don't think my name has a direct translation into your language."

"Speaking of which," Ben noted, putting another piece into the puzzle and finding it didn't fit. "How can I understand you if you're an alien? I mean don't you have your own language on whatever planet you come from?"

"We do," Specter agreed. "However since we were chosen to represent our races we had to learn different languages in order to carry out diplomat missions."

"Cool!" Ben said excitedly. "I kinda know Spanish, how many languages can you speak?"

"5,134," Specter answered.

Ben's enthusiasm melted into awe. "Wow, that's… a lot," he said in a well rounded boyish way.

Specter chuckled, although it sounded more like a dry cough. "Yes it is," he replied.

"You're not as scary as I thought you'd be," Ben told his new friend.

"Oh?" Specter asked.

"Yeah, even though you're like a ghost from my world you're really…" Ben searched for the right word. "Nice."

"Thank you," Specter replied. "Courtesy is a powerful tool in diplomatic missions."

"Can you fight?" Ben asked.

"Of course, we are all trained in combat as well as how to handle delicate political issues. It's why we're here in the first place," Specter answered.

"Oh," Ben nodded, pretending he understood although he really didn't. He was honestly confused about the whole thing but he decided to try and take it in a stride until he understood what was going on.

"Here we are," Specter said, stopping at a door that looked identical to the doors around it.

Ben blinked and looked up and down the hall. "Uh, how can you tell?" he asked.

"You get used to it," Specter answered and opened the door so the corporeal being could get inside.

Ben sidled inside and looked at the other nine aliens that sat at a long table. Ben guessed that the room he was in was some sort of meeting room although it looked bigger to accommodate the size of Hoverboard and Red. Now Ben wasn't one to be shy, ever but if he had ever been intimidated in his short time alive that moment was most certainly it.

"Hello Ben," Hoverboard said in a calm voice. "Good morning."

"Uh right," Ben murmured, still taking in the sight of all the aliens from his watch. "So… why am I here?"

"So we can all meet each other and so I can give you a few… uh…" Hoverboard wondered how he should word it so as to not spark a rebellion in the spunky child.

Ben crossed his arms and raised an eyebrow. "Rules?" he asked.

Hoverboard nodded, "Sure."

Ben shook his head, he never realized just how uncomfortable Hoverboard seemed to be around him until that moment. "So… it's back to kindergarten we go then?"

"Hm?" Hoverboard asked.

Been shook his head, his sarcasm obviously missed. "Never mind," he dismissed.

Hoverboard blinked at Ben, unsure of what to say. He had never been dismissed by a child before and he wasn't sure how to act. "All right then, from left to right," he said pointing to the alien Ben knew as Greymatter, "Tech," he pointed to Heatblast, "Sun," he pointed to Stinkfly, "Stinky," this drew a silent chuckle from Ben that only Specter could hear. He pointed to Fourarms, "Red," he pointed to Wildmutt, "We're not sure because we cannot understand him but we call him Rampage," Rampage growled proudly and Ben looked back in interest. He pointed to Upgrade, "Impulse," he said and he pointed to XLR8, "Accelerate," this also drew a chuckle from Ben, just as silent as the first. Then he pointed to Ripjaw who was the only one in a tank of water which Ben knew from experience was the easiest way to handle being out of a large lake or river, "And he's Umi."

"Umi?" Ben asked.

"It means sea in a different language on Earth," Umi said. "My real name has no translation."

"Oh," Ben nodded, getting it but not really.

"I am Hoverboard and you've already been introduced to Specter," Hoverboard concluded.

"Yeup," Ben agreed. "So, aside from the whole keeping the Omnitrix out of enemy hands, what do you all do?"

"We handle interspeical relations between our races," Hoverboard replied. "You wouldn't understand."

"Nope," Ben replied. "I barely made it through math class," he said with a grin. "Although I figure its pretty much stuff I shouldn't mess with, because I'm a kid, right?"

"Exactly," Hoverboard replied, not realizing that Ben was teasing him. Red did realize and he chuckled a bit to the dismay of some of the other aliens.

"So, I'll bet I can guess the rules too," Ben went on, starting to feel a bit more comfortable. "Probably the same as grandpa's for that matter. Stay put, don't go where I don't know about and don't activate the watch without permission or unless there's an emergency. Right?"

Hoverboard sighed, already a small headache beginning to form. "Look Ben, believe me when I say that it would have been greatly preferred to keep you on earth with your family. But that's not how things ended up so when I ask this, please try to understand that we're all trying to help. Do not under any circumstances activate the Omnitrix here."

"Why?" Ben asked, taking hint to the seriousness of the request.

"Because, when you activate it, it sends out a traceable signal. If you activate that thing it could lead the enemy right to our front step," Hoverboard replied fairly.

Ben nodded, "All right. I won't then," he replied.

"And those other things you said were good rules too," Hoverboard noted.

Ben made a face, his moment of wit having completely backfired. "All right," he said sulkily. To his embarrassment his stomach decided that at that moment would be a great time to growl loudly. He blushed and rubbed the back of his head. "I'm hungry," he said to the questioning stares of the aliens in the room.

Hoverboard sighed, things were certainly going to get more interesting from then on, that was for sure.

Ben was delighted to note that because of the ship's technology he could get any food that had previously been scanned into the ship's computer. Which meant that most of the food on earth already had been scanned because it was the closest planet. It took all of his self-control not to get a hot fudge sundae for breakfast but he didn't know how much the aliens knew about earth food and he didn't want to risk it. Instead he went with some random sugary cereal that he downed in about 3 minutes before running out of what he knew to be the 'kitchen' to explore.

Sun and Hoverboard watched this with noted interest. As Ben dashed out of the room Sun turned to Hoverboard with a short laugh escaping his mouth. "Very energetic, isn't he?"

"Apparently," Hoverboard sighed. "I only hope we can get through this without anything happening."

"Don't worry, we're so careful I doubt anything will happen," Sun assured his friend. He stretched his arms over his head. "Well, time for me to go burn off some energy," he said then blinked. "Ha get it? Burn?"

Hoverboard gave him a silent stare.

"Cause in this language burn means…" Sun faded off. "Never mind, you never get good humor. I'll see you in the council room after I'm done in the training room."

"All right," Hoverboard replied and turned on his heel to go do whatever it was he did during the day.

"Such a stiff," Sun sighed and went to train.

Ben ran down the hallways, looking from room to room, completely ignoring one of the rules he set for himself. He went into an open arena and looked around in awe. "Awesome," he said slowly, his voice echoing back. He really wanted to know just how big the place was that he was in as it seemed to be a lot bigger then most places on earth.

There was a light growl and Rampage came out into the open. Ben waved and trotted over to the large, dog-like alien. "Hi there," he said cheerfully and stopped in front of it.

The sightless alien sniffed, trying to asses Ben and his threat level, getting ready to attack just in case. Of course Ben didn't know this so he stood on tiptoe and scratched at the base of Rampage's neck, a place where he knew was sensitive and felt good if not pressed too hard. He figured it was the one area where the hard fur couldn't dig into the bone because there was no bone there.

Rampage stopped thinking about attacking and knelt down so that Ben could get closer. Ben laughed and continued to scratch with more ease. "You like that?" he asked.

Rampage growled something that Ben actually seemed to understand somewhat due to his time as the alien. He nodded and continued to pet the giant orange creature. "You're not that bad," he told him. "Just because you can't talk I mean." He brought his hand down, "you're just different, that's all."

Rampage knelt down and lay on its side. Ben leaned back and rested against the softer fur of the underbelly to look at the high ceiling, which showed the stars. "It's so pretty," he said softly. Rampage growled his agreement and Ben nodded. Together the two watched the stars through the window on the large ship. 


	4. Chapter 4

Hoverboard sighed and looked around at the screens with apprehension. He normally wasn't a very uptight person but when he was gazing at the faces of some of the most politically powerful people in the universe he always checked his words thrice over.

"Have you secured the Omnitrix?" the alien leader of his own race asked.

Hoverboard nodded, "Yes we have, sir. The earthling that possesses it is here as well."

"Why have you not taken it off?" a female voice asked. Hoverboard peered and realized it was the leader of Red's race.

"It's completely bonded with his DNA, ma'am," he added respectfully. "Its removal is impossible without a desynchronizer of some sort. We don't have that technology on this ship and leaving the ch… I mean earthling alone and unprotected was just asking for someone to come in and take it."

The alien leaders only knew that the Omnitrix had found its way onto a human being, not that the said human being was ten years old. Hoverboard knew that it would make precious little difference in the long run, but he wasn't sure they knew that yet. He had been ordered to retrieve the Omnitrix no matter what, and that he did but he also wanted to protect the life that it was attached to.

"Then, let us meet with this human," Specter's leader said in a silky voice. "Let us decide whether or not it should be removed."

"Don't you think that's a bit hasty?" Hoverboard asked, his degree of panic rising.

"Soldier, we will decide what is hasty and what isn't. You will follow orders and do as you're told, understand?" his leader barked.

Hoverboard's body stiffened and he saluted his leader. "Yes sir!"

"Good man," came the pleased answer and Hoverboard dared to relax. "Now, we will come visit personally in an hour. I want everyone waiting to greet us, understand? Everyone."

"Yes sir!" Hoverboard replied again. There were nods of approval on all sides and the screens went blank. "Oh no…" he sighed.

Sun stepped into the room a moment later with an apologetic grin on his face. "I overheard…" he started.

"You eavesdropped," Hoverboard growled.

"Or that," Sun noted wisely. "What are we going to do? I know you want to protect the kid, but do you really think that the leadership council will let us keep the Omnitrix on a twelve year old earthling?"

"Let's just get through this for now," Hoverboard growled. "We'll deal with the rest later. Go find Ben and I'll round everyone else up."

Sun nodded and left the room to search for the wayward boy.

An hour later a slight shudder announced the coming of the council as their ship landed in the hanger. Everyone else was on the verge of near panic because to their dismay, Ben nor Rampage was anywhere to be seen. "Oh man, this is bad," Sun said quietly.

"You think?" Hoverboard whisper yelled.

"We must go greet the leaders," Tech said quietly. "We'll work out the rest. Things will only be worse if we're not there to greet them."

The other aliens nodded their agreement and went to the hanger to receive their very important guests.

As they stepped out, all present stood straight or as presentable as possible harboring the hopes that perhaps no one would notice anything was wrong. After all ten aliens had exited their craft they stood there, eying the others with scrutiny.

Hoverboard's leader was the first to address the problem. "Soldier!"

"Yes, sir?" Hoverboard replied.

"Where are the human and representative Rampage?" he growled dangerously.

We… can't find them sir," Hoverboard answered falteringly.

Rampage's alleged leader growled as he walked away from the group towards the door. Hoverboard glanced in that direction, unsure of what to do.

"Follow him," his leader instructed.

They followed the dog like alien through several chambers and passageways before they came to the arena. Inside voices could be heard and Hoverboard had just enough time to feel anxious before the door slid open.

Inside Ben had just kicked a ball of some sort into a goal set up by some sticks he must had found in the supply closet. "He shoots, he scores!" he cheered and the ball whizzed by Rampage's outstretched paw and landed between the two 'goalposts.' "Ladies and gentlemen, Ben Tennyson wins the championship!" he cheered for himself as Rampage trotted over and nosed Ben in congratulations for his big win. Ben laughed and reached up to pet the giant alien on its head. "Awww, you were a great goalie though," he complimented.

Everyone stood there in silence as they watched the child cheer for his imaginary game win. "Wow, Rampage is totally…" Sun started but Hoverboard and Red elbowed him into silence, both instantly regretting it as their arms got slightly singed.

Hoverboard's leader stepped forward and cleared his throat loudly. Ben looked over and his green eyes widened as he saw the new aliens and realized that something was up. "Um… hi?" he asked, letting go of Rampage and landing gently on his feet.

"Are you the human in control of the Omnitrix?" Hoverboard's leader growled.

"Yes…" Ben answered slowly. "Who are you?"

"My name is Tah'ha'lach and I am the leader of my race," he said dangerously, daring Ben to object.

"Ta'ha…" Ben tried to repeat the difficult sounding name but it wouldn't roll of his tongue so he gave up. "Um, Mister, why are you here? I thought this place was supposed to be hidden?"

"We're here to observe you," Tah'ha'lach answered. "As you are the holder of the Omnitrix. May I ask why we were not told the Omnitrix bearer is a child?" he asked dangerously.

The representative aliens shifted uncomfortably and Ben's eyes flashed dangerously. "You got a problem with that?" he growled.

"Ben…" Hoverboard sighed.

"Perhaps I do, young man. Perhaps I have a problem with a child of a strange race possessing one of the most important weapons in the known universe!" Tah'ha'lach roared.

Ben was not phased although he was shaking inside. Something told him that if he didn't win this argument, things could get a whole lot more unpleasant for him. "Well excuse me then!" he yelled back. "You know, all I was doing was camping when this thing fell from the sky. I didn't ask to be apart of this, nor did I ask to have it. But I do, and I've been trying really hard to use it for the right stuff like saving people and things like that. Just because I'm a kid doesn't mean I'm careless. I've already defeated Vilgax and I've kept this thing safe as well." Ben crossed his arms and looked rather sulky. "It's not like I'm trying to upset you people. It's not my fault I'm only twelve."

Tah'ha'lach was silent for a few minutes as he and Ben had a silent staring match. To his amazement, the child didn't back down nor did he offer and sign of doing so. He simply stood there, glaring at the crystal like alien. Finally, the leader of Red's people came forth and cleared her throat. "Well, young one, it looks as though fate has chosen you to wield that," she nodded pointedly at the Omnitrix. "What have you been doing with it?"

Ben blinked and relaxed a bit. "Well," he grinned. "Being a hero," he said proudly. "You know, saving people and making sure bad things don't happen."

"Why?" Tech's leader came forth and looked up at Ben.

Ben shrugged, "Well, I don't know. It seemed like it was the right thing to do, you know? I mean, if you get super powers isn't the first thing the good guy does is use them to become a hero?"

"That's your reason?" Stinky's leader asked.

"You got a better one?" Ben asked with a raised eyebrow. "Better yet, do I need a better reason? I mean it's what I do that counts right?"

Impulse's leader came forward. "So then, you have chosen to use the Omnitrix to save other people on a whim."

"More like… because it's the right thing to do," Ben answered slowly. "And because it's fun," he laughed.

Accelerate's leader nodded, clearly coming to some sort of decision. "Well, it is a more noble decision then what we would have used it for."

"Sir?" Accelerate asked.

"We have planned to use it as a weapon to bring a eons old war to an end. A final weapon of destruction. But in the hands of a child it was used as a tool to save lives," the lizard like alien smiled. "That is certainly something to think about."

Tah'ha'lach sighed. "Well then, the Omnitrix stays here."

There were pleased murmurs among the representative aliens and nods of approval among the leaders. "Yay?" Ben asked, unaware of what decision was being made.

"However, you are all now charged with the task of keeping the Omnitrix out of enemy hands while we figure out a way to get it safely off of the child."

"My name is Ben you know," Ben interrupted.

Tah'ha'lach sighed, "Fine, getting it safely off Ben." Ben smiled and the alien plunged on. "We have received several warnings about enemy aircraft in this area. We believe they are looking for the Omnitrix. Do not, under any circumstances let them get it. Do I make my self clear?"

"Crystal," Sun answered.

Ben blinked then stifled a giggle at the terrible pun that no one else seemed to get. Sun winked at Ben who continued to keep his giggles masked.

"Very well, we have a meeting to go to so we'll take our leave. We will return soon to check up on things," and with that the stiff alien swept out of the room.

Red waved to his leader who waved cheerfully back and some of the others nodded or exchanged silent farewells as they left. Ben sat down and sighed, "wow, he's kind of scary."

"Terrifying," Hoverboard agreed. "But that's partially what makes him a good leader."

"Why did you wander this far?" Tech asked Ben. "You were supposed to stay in the upper area."

Ben frowned, "I wanted to play. There's no room to run around up there. It's all doors and hallways."

"Next time, tell us where you're going, okay?" Red asked Ben.

Ben nodded, "All right," he stood up and picked up the ball. "Soooo… anyone wanna play soccer?"

"Soccer?" Accelerate asked.

Ben grinned, "I'll teach you. There's enough here for two teams and Rampage is an awesome goalie."

Rampage growled with pride as Ben explained the rules of the game to the other aliens and soon they were all stumbling around playing the game while Tech kept score. He didn't feel like getting stepped on today. 


	5. Chapter 5

Hoverboard sighed as he typed away on his computer. He may have been trained to be a warrior, but the job certainly wasn't all space expedition glamour. As much as he'd love to be traversing the universe in his single seat space jet, making sure things were going all right for his species in the different galaxies he knew it was his duty to stay where he was and keep the omnitrix safe. 

He was currently in the midst of typing out a report for the leaders that were keeping an eye on their humble little space ship in the solar system. It wasn't easy, portraying Ben as a responsible, adult-like figure, worthy of having one of the most powerful weapons in the universe in his possession. But try he did, and he figured his portrayal was fine, even if it did stretch the truth a bit.

"Whatcha doin?" a voice asked from somewhere near his elbow.

Hoverboard jumped in his seat and winced as he felt the synthesized plastic creak beneath his weight. "Ben?" he asked, turning his chair so that the ten year old came into view.

Ben grinned and waved in that childish way most four year olds wave by flexing the fingers of the hand open and closed without actually moving his hand at all. "Hey there," he said amiably with a grin.

"Ben, what are you doing here?" Hoverboard asked while slowly settling down from Ben's sneak attack. It was amazing how quiet he could be when he wanted to.

"I was bored," Ben replied simply. There was nothing behind his reason, no particular need to be there at that moment. Just, he was ten, he was bored and he was probably a little homesick and a familiar face, even if not that familiar in retrospect, went a long way in helping Ben cope with his current situation.

"I… see," Hoverboard said with that wise tone adults use when they really have no idea what the child just said.

"Uh huh," Ben replied with a raised eyebrow. He knew, and Hoverboard knew that he didn't see at all and for all how much Hoverboard understood Ben; Ben may as well have been singing the A B C's in Greek. But, whether or not they were human, crystal being, underwater creature or any other type of physical being, the relationship between children and adults could be summed up in the classic phrase 'see no evil, hear no evil, speak no evil.' And neither one would say it out loud, even if they were both fully aware of it.

"What do you want?" Hoverboard asked, trying desperately to think of a way to get Ben to go off somewhere else.

Ben frowned, not sure of the question or his reply. "I don't know," he said slowly. "Something to do, I guess."

"Oh," Hoverboard said lamely. He didn't know how to answer and he didn't know how to deal with Ben so he sat there and looked at Ben while the child stared back with his own inquisitive gaze. They stood there for a full minute while thoughts raced through Hover board's head. 'Why is he staring? What am I supposed to do?'

Ben blinked suddenly and the next question came out of his mouth before he even could let it process in his own mind. "How old are you?"

Hoverboard visibly relaxed as Ben broke the tension that he had unknowingly created. "Old?" he asked.

"Yeah like… how many years have you been alive or whatever you use to measure age," Ben added as an afterthought.

"I do not think I am able to calculate my age in your earth years," Hoverboard said thoughtfully, giving the question serious thought. "However, on my planet we measure age by what stage of life we're in," he noted. "With each stage of life comes a new appearance, new abilities and new responsibilities."

"Wow, cool," Ben said in awe. It was neat to learn how the other aliens lived and what their lives were like. Their lives were so very different from his own. "So, what stage are you in?"

"I am in my 1,253rd stage starting in two hours," Hoverboard said with a smile.

Ben's mouth dropped open and he found himself at a loss for words.

"I never said that they were obvious changes," Hoverboard noted. "A lengthening of a spine here, or gaining the ability to use the crystal as weaponry. It's all a part of growing up."

"That's like celebrating my age every time a new cell is made in my body," Ben blinked.

"No," Hoverboard replied bluntly. "I do not have cells. I am not alive in the same way your human body is. We grow and mature differently, the similarity is that we both have consciousnesses. That's about it."

"So then, do you have birthdays? Or parties or anything?" Ben asked.

"We celebrate the very important 'changes' with rituals and what you could call 'parties,' why?" Hoverboard asked.

Ben frowned and crossed his arms, looking as thoughtful as a ten year old could. "I have an idea," he said slowly and looked up with something of a mischievous grin on his face. "But you can't come into the kitchen for a few hours, okay?"

"You mean the eating quarters?" Hoverboard asked.

Ben waved a hand carelessly and was already halfway to the door. "Whatever," he called back. "Just don't come, okay?"

Hoverboard shrugged and didn't think of it as he turned back to his work, slightly glad to be rid of the distraction and slightly lonely for the lack of conversation.

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Ben ran into the kitchen and began to sift through the computer, looking for the things he knew he needed. As he gathered several of the supplies on the counter Tech came in and peered up at Ben through his bulbous eyes. "What are you adhering to, may I inquire?"

Ben made a face as he sifted through the alien's speech patterns. "You mean, what am I doing?"

Tech paused then nodded. "Yes, what are you doing?"

"I'm making a cake for Hoverboard," Ben said as he pulled a sack of flour out of the computer.

Tech blinked slowly, digesting this information. Logic dictated his next question, as it always did. "Why?"

"Because, today is his birthday," Ben said simply, offering no further explanation beyond that. In his mind, it made perfect sense. Hoverboard had basically told him that in two hours he would celebrate what he knew to be his birthday. So, why not spice it up a little? And kill his boredom in the process.

"Okay," Tech said slowly, not quite understanding, but accepting it nonetheless.

"Wanna help?" Ben asked cheerfully as he took out a bottle of vanilla.

"Very well," Tech replied and used a small elevator that was installed in the side of the counter for his use to get up to where he may be of some help to Ben. "Do you know how to make this… cake?" he said, testing the word out and searching through his memory to see if he knew what a cake was to begin with.

Ben nodded, "Kinda," he admitted. "Mom taught me. She said if I was going to eat so much sugar, I may as well learn to make it on my own." Ben laughed a short, sad laugh and Tech could tell that Ben missed his family on earth. "So, is there an oven around here at all?" he asked while looking around.

"We do not have this 'oven' as all of our food comes to us ready for consumption," Tech explained.

"Right… right…" Ben said slowly, trying to think of a solution. "Homemade cakes taste so much better though," he sighed.

"What tastes better?" Sun asked as he wandered into the kitchen.

"Cake!" Ben said happily. He looked over the alien and a slow grin spread over his face.

Sun glanced uneasily back as he got some food out of the computer. "I've learned about that look. You're plotting something. What do you want?"

"Wanna help me bake a cake?" Ben asked, meaning the question literally.

"Cake?" Sun asked.

"Yeah, it's really good and I'm making one for Hoverboard. We don't have an oven and it needs to be exposed to heat in order to cook," Ben explained as he began to dump flour into a bowl he fished out from a cupboard.

Sun chuckled, "Well then, I'm your person," he noted while forming a fireball in his hand.

"Can you make your fire a specific temperature?" Ben asked.

"Is that too much?" Tech asked quietly as Ben poured nearly a quarter of the sugar bag into the bowl.

Ben shook his head, "No. Cakes have sugar, lots of it."

Tech glanced at the mound but didn't say anything in reply.

"Yeah, probably," Sun answered Ben's question. "Why?"

"Can you make it 400 degrees?" Ben asked while he concentrated on putting a little of vanilla into the mix without measuring tools.

"Degrees?" Sun asked.

"Yeah like…" Ben stopped short and frowned. "I uhhh…"

"Farenheit?" Tech asked.

"I think," Ben replied.

"Sun, he wishes for the temperature to be 2.456 megaunits," Tech said, doing the math in his head.

"That's kind of cold," Sun said with a frown.

"Yeah, but if you turn the heat up while making a cake it doesn't cook faster," Ben said wisely while adding milk to the mix. "Trust me, I tried. I ended up setting off all the fire alarms in the house and mom got really upset at me."

"That's not what I meant," Sun sighed. "I mean, I don't know if I can lower my temperature that much."

"Externally?" Ben asked. "I don't remember being too warm when I went alien in your form," he noted while looking at the ceiling thoughtfully as he poured in the vegetable oil.

"Well, externally is a different story," Sun noted. "How long?"

"I think something like… 30 minutes…" Ben said slowly as he looked around for something to mix the cake batter with.

"56 micros," Tech said in response to Sun's questioning glance.

"That long?" he asked Ben.

Ben banged his head as he came up from under the cupboards while looking for a mixing tool. "Ow! Yeah, they take awhile to make."

"What does?" Red asked.

Ben looked at Red and grinned. He pulled out a larger bowl and placed it over the bowl he had used and handed them to Red with a broad smile. "Shake these really hard and you'll find out."

Red nodded and did as he was told.

When Ben pulled the lid off, the four of them peered into the bowl to look at the mixture. "It looks kind of like… soulath," Red said slowly.

"It's not done," Ben replied and poured the batter into the lone circular pan he had managed to find. He handed it to Sun and nodded. "Please?"

Sun sighed and held the pan between two hands and regulated the temperature evenly through it. Meanwhile Ben went back over to the computer and pulled out water and powdered sugar. "More sugar?" Tech asked.

Ben nodded, "Yeah, for the icing," he said and promptly poured the contents of the bag into a new bowl. The fine power rose up into the air and settled over the boy in a fine layer but he didn't seem to mind as he poured the water in and a little oil and began to mix vigorously.

After that was done, he wandered around the kitchen cleaning up things as best he could while making even more of a mess. He dropped the flour twice and the sugar once. The oil somehow ended up on the floor and the lone egg that was left over ended up smashed on the counter. Ben was covered in powder and batter as he stacked the dirty bowls but he looked immensely happy for some reason so the aliens that were scuttling after him didn't have the heart to tell him that he was only making things worse.

Finally, Ben deemed the cake to be done and Sun set it on the counter. It was a beautiful golden brown and it smelled delicious. "Mmm," Ben said happily as he spread his own icing over the cake. "Awesome," he said happily and waved the pan to try and cool it down.

"I got it," Red said and picked up the pan. "Where to?"

Hoverboard heard the little procession come into his room before he bothered to turn around to see who was there. When he did, he merely gawked at the messy boy in front of him. Ben held out a small brown something or other, covered in goo in a pan and he himself was covered in god knows what, but he looked happy as he said, "Happy Birthday Hoverboard."

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laughs I'll do a follow up chapter I swear. This just seemed like a cute place to stop. God, Ben is so damn evil when he wants to be, cooking like that XD Sorry if I went OOC at all, I tried not to


	6. Chapter 6

"Happy… what?" he asked, looking from the concoction to Ben and back. 

"Birthday!" Ben said brightly. "You know, whenever you get older you have a birthday," he explained.

"Older? You're always getting older," Hoverboard said.

Ben rolled his green eyes in exasperation. "No, like when you…" he paused, trying to explain his reasoning. "Well, on earth when a year passes we say it's our birthday. Like… I was born on May 10th, 1996 so I'm 10 years old. And I celebrate my birthday on May 10th every year. Make sense?"

"Yes…" Hoverboard said slowly. "And this… thing?" he looked pointedly at the cake.

"Well, when we celebrate our birthdays on earth we have cake!" Ben said brightly. "And ice-cream and soda and presents, but the cake is a big thing. And I was bored, so I made a cake," he grinned. "Want some?"

"It's food?" Hoverboard asked.

Ben looked a tiny bit put out and Red tried unsuccessfully to cover a laugh behind his massive hands. "Yes," Ben said hotly. "It's very good too. Everyone helped to make it," he shifted his hold on the cake so that it rested on his palm and he used his other hand to wave at the aliens behind him.

"Well then," Hoverboard said with a defeated sigh. "Let's try it."

Ben brightened up and handed him the cake. "Hold on, we need plates and stuff so everyone can try," he said excitedly and dashed out of the room.

"Very… energetic, isn't he?" Hoverboard asked.

"I think he may have inhaled some sugar causing his brain receptors to break down the chemical and cause a state of heightened energy output," Tech said wisely.

"The kid's hyper," Sun translated for those that needed it.

"We figured," Red said with a guffaw. "May as well call everyone else down. The kid seems quite happy over this. Perhaps he's just a little homesick and needs something that reminds him of home."

"Maybe," Hoverboard sighed. "But we're not here to tend to an earthling's needs."

"No, but you brought him up here," Red told him with a pointed glance.

"Very well," Hoverboard said and made a com announcement to meet in the main hall room.

Ben returned with plates and utensils that could be used to the best of his knowledge and grinned when he saw everyone was there. He handed a knife to Hoverboard and looked at him expectantly. "Well?" he asked.

"Well what?" Hoverboard replied.

"Aren't you going to cut it?" came the answer.

"Why don't you cut it?" Hoverboard asked.

Ben raised an eyebrow then grinned. "You trust me with sharp and pointy objects?" he asked with a devilish look in his eyes.

Hoverboard tightened his grip on the knife he was holding. "No," he said quickly.

"You and the rest of the world," Ben laughed.

"And you're proud of this, why?" Sun asked.

"Why not?" Ben asked with a wicked grin. "If you're gonna be known for something, may as well be known for something cool."

Hoverboard began to cut the cake. "May I ask what you did to be 'known'?" he asked.

"Well…" Ben feigned innocence as he recounted the event. "I kinda sorta… yanno… wanted to see how sharp my mom's kitchen knives really were so I went into the shed and found some extra rope and cut it. Two months later I find out they're the ropes that hold the extra storage thing on the top of our car," Ben laughed. "Yeah, I got into a lot of trouble and banned from anything sharp and pointy from that point on. Mom threw a fit…" he trailed off, his expression becoming a little sad. "I wonder how she's doing," he said softly.

Hoverboard quickly put the cake on the plates and handed one to Ben. "Well, your grandfather said you could talk to her next time you call. So, right now, it's my birthday, right?"

Ben brightened and took the cake. "Right," he said and took a large bite of the confection. He chewed happily and swallowed. "Okay, no where near as good as mom's but pretty good if I do say so myself."

Red took a tentative bite of his and nodded in agreement before putting the rest of the slice in his mouth and chewing it. "Very good," he said and gave Ben a smile. "Is this what all cake tastes like?"

"No way!" Ben said, getting excited again. "There's all kinds of cake. There's chocolate and banana and marble which is a mixture of chocolate and vanilla and angel cake which is Gwen's favorite… and lots of others," he finished.

"Interesting," Tech said while eating his own, figuratively smaller slice. "So, many different flavors but they are all under the title, 'cake'?"

"I… guess?" Ben said questioningly. Tech's way of talking still confused him and it bothered him even more when he wasn't the alien himself.

After everyone had finished the cake and agreed that it was generally good, things were cleared up and everyone returned to the work that they had been given to do. Ben at this point had sugar running through his veins and was ready to take on Mount Everest. Unfortunately, no one was ready to help him or put up with it.

"What do we do now?" Ben asked Red.

Red smiled kindly at Ben. "Sorry, but we've got work to do. We'll play later."

"Awww," Ben pouted. He was on a spaceship in orbit of earth with 10 alien species and he was bored. How was that for an oxymoron?

Rampage came over and sniffed at Ben who turned around with a wide grin on his face. "You wanna play with me?" he asked.

Rampage gave a yip that Ben took to be an invitation and ran after the creature down the hall to the open gym that they had played in earlier. Ben rooted around in the bin and pulled out a ball made of some tough material and threw it across the gym. Rampage went after it and nosed it back to Ben who caught it in both his arms. "Nice shot!" he yelled.

Rampage bayed loudly and Ben threw the ball again, waiting for Rampage to 'throw' it back to the best of his ability.

He jumped up high in the air and missed it this time but happily scampered after it in order to continue the game. "Here it comes!" he yelled and threw it as hard as he could.

"Sugar seems to be his energy source," Tech said quietly as his luminous eyes closed slowly.

"I don't think that's it," Red said while scratching his head. "He eats other stuff."

"Why do you care?" Accelerate asked.

"We're trying to figure out how to keep a better eye on him," Sun sighed. "It's becoming a little obvious that he's not mature enough for a human to be taking care of himself."

"Why don't you just look in the databases on Earth?" Specter asked.

There was a thick silence that hovered over the table as the aliens pondered this simple solution. "Yes…" Tech said falteringly. "That would work."

"Speaking of Ben," Umi's raspy voice cut in. "Where is he?"

"Probably playing with Rampage in the storage area again," Impulse said. "He seemed pretty hyper earlier."

"I'll go get him," Red said and stood up. He walked out of the room and left, glad to be able to roam around again.

He made his way down to the storage area and poked his head in. "Hello?" he asked.

There was a light growl in the darkness of the storage area. Alarmed, Red flipped on the light and ran inside to see Ben turning over and snuggling against Rampage's stiff coat of fur. Rampage growled at him, presumably for disturbing Ben and lay back down.

Red chuckled at his own foolishness and walked over. "Sorry," he told Red. "I've got to get him in a normal bed."

Rampage sniffed but didn't protest when he lifted Ben up and began to walk back towards Ben's room.

Halfway there, Ben stirred a bit and opened a sleep eye. "Huh?" he asked.

"You were asleep, we're going back to your room," Red told him.

"Oh…" Ben merely fell back asleep leaving Red to wonder if he had really been awake in the first place.

For the second time since Ben's visit, he tucked the messy child into bed. With a nod he left the room and returned to the meeting hall, which now contained all ten aliens. "Kid passed out," Red laughed. "Apparently the sugar only lasts so long."

"Thank god," Hoverboard breathed.

"Yes, well, it still seems that we have much to learn," Tech said. "We still do not know anything about the human race or its customs."

"And not knowing is probably only going to get us into trouble," Impulse pointed out.

"So, looking at the databases on earth's 'internet' is a good idea for now," Tech concluded.

"Yes, but how will this help us?" Sun asked.

"For one thing, it'll make sure that Ben can't tell us something that isn't true so that he can get away with anything," Hoverboard noted. "For another, he's a living being, just like the rest of us but he is also still a child. Children, regardless of race, just aren't equipped to take care of themselves. It seems that earth's age of 'childhood' is quite a long one, spanning many of their 'years'. It seems that Ben is only about halfway through his own."

"In other words we need to keep a closer eye on him or he might do something foolish," Specter said.

"Exactly. And that's exactly what we're trying to avoid," Umi replied.

"So, let's learn a little more about this earth," Hoverboard concluded.

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So, heading off the new questions. No, I will not add the new aliens that are appearing in the new eps. This became an AU fic the second I took Ben into outer space.

Also, I may use some family situations that may or may not end up canonical but again this is to my disgression. Just giving you guys fair warning.

Other then that, enjoy the fic.


	7. Chapter 7

"This… 'website' says that children need attention and affection," Accelerate read slowly, which was puzzling because he never did anything slowly. "Affection?" 

"Something tells me that Ben would not appreciate that as much as this text says he would," Hoverboard murmured.

"I don't know," Sun said. "I mean, he's pretty affectionate with Rampage."

"That's because he sees Rampage as some kind of pet," Hoverboard pointed out. "And Rampage probably thinks vice versa, which is why they actually like each other."

"Well, it works when you put it that way," Tech said.

Impulse oozed out of the computer that he had just finished using to search the web. "The earth's internet is a very scary place," he said. "Very, very, scary."

"What did you find?" Stinky asked.

"Aside from many things I never want to think about again, not much. All I found out was that Ben really doesn't eat things he should," Impulse said.

"Eat?" Umi asked in his gravelly voice.

"Yeah. I noticed that he eats a lot of the same things. What he calls, hamburgers, ice cream, soda and chips. Those are technically called 'junk food' and it is more healthy for an earthling to eat vegetables from his planet, fruits, something called grain?"

"Where did you learn this?" Hoverboard asked.

"A nutrition website," Impulse answered. "I figure we should start by making sure he eats more healthy things for his species."

Hoverboard rubbed his chin thoughtfully. The sound that the crystals grinding on one another made made everyone in the room wince involuntarily. "That makes sense. Let's try that and go from there."

The aliens around him nodded in agreement to the plan.

OoOoOoOoOoOoOoOoOoOoOoOoOoOoOoOoO

Ben came back up into the main hall of the ship with a yawn. His stomach was growling and after running around with Rampage for over an hour, he was certainly ready for something to eat. He patted his stomach to make it be quiet and walked into the room where Accelerate, Red and Hoverboard were sitting and apparently waiting for him.

"Uhhh… hey," Ben said slowly. "Did something happen?" he asked in response to their tense faces.

"Ben, we looked on your internet and discovered that you weren't eating what would constitute as proper nutrition for your species," Hoverboard said softly.

Ben blinked once, then twice in an effort to try and understand what the alien had just told him. "Huh?" he asked finally.

"He means that you aren't eating what you're supposed to," Accelerate said in his thick voice.

"What?" Ben asked, blinking again. "I'm eating what I've eaten every day for the past month. Except at the camp sites, but I don't want to talk about that," Ben said and held his stomach. He closed one eye and stuck out his tongue in an effort to emphasize how gross the food at the camps must have been.

"According to the site we found, you're eating nothing but junk food," Red said kindly.

Ben shrugged. "Yeah?" he asked. "And? I get by most of my life eating food like that. It's not a big deal."

"Well, we're here to make sure that you stay healthy and that nothing happens to you," Hoverboard said firmly. "Therefore you shall eat what is deemed as healthy on your planet."

Ben crossed his arms and looked upset. "Why?" he asked. "You're not my parents. Heck, you're not even family. I'll listen to what you have to say about the way I act or whatever and I understand how 'important'," Ben raised his hands in the air and wiggled his two fore fingers on each hand as he emphasized the word 'important'. This action puzzled the aliens immensely but Ben ignored their looks of confusion and went on, "this is, but you are not in charge of what I do with myself. I can eat what I want, sleep when I want and wear what I want because you guys are not in charge of me."

Red and Accelerate were stunned. They knew that Ben was something of a rebellious child, even by earth's standards, but it seemed as though he was mature enough to understand how serious the situation he was is in was. However, talking back in that manner had shown to the other aliens for the first time that Ben was very much still a child.

Hoverboard was not about to take this lying down. "We are not your 'parents' nor are we 'family' but we are in charge of you, Ben Tennyson. You hold the key to an interplanetary war and we will keep it as safe as possible. I am sorry that you got caught up in this but I will not sit back and take orders from a child. You will do as you're told and take it because that is the way I run things on this ship. Understand?"

Ben's green eyes grew wide in shock, then narrow in anger. Without another word he ran out of the room and ran down the hall to take his tantrum elsewhere.

"Hoverboard…" Red said slowly.

Hoverboard's yellow eyes narrowed. "Let's go get him. This child needs to be taught some manners."

OoOoOoOoOoOoOoOoOoOoOoOoOoO

Ben ran into a darkened room and let the door slide closed behind him. He placed his hand on a small pad that he knew activated lights and winced as the room lit up. He saw a large chair that was far too big for him and a screen. He figured this was where Hoverboard controlled the ship. He walked over and jumped in the chair and began to pout. "I can't believe they would just try and make me do what they wanted like that. I've been good, why can't I eat what I want"  
He uncrossed his arms and sighed. He looked at the panel board and saw a button that was inscribed in a symbol he knew. It said simply "Max." Ben eyed it and wondered, then pressed it.

Half a minute later, his grandpa showed up on the screen, yawning and rubbing his eyes. "Yes?" he asked.

Ben's eyes widened. "Grandpa?" he asked.

"Ben?" Max looked more awake as he gazed at the screen. "Is that you? Are you all right?"

Ben nodded. "Yeah, I'm fine grandpa. I just uhh…" he trailed off, not wanting to explain about his little hissy fit. In retrospect, the whole spat seemed pretty lame to him. "I just wanted to say hi."

"Ben, you do know that it's 11 here, right?" Max asked, raising an eyebrow.

"Yes…" Ben said slowly. "But, I just…" he frowned and bit his lip. "I…" Ben sighed and brought his knees up to his chin.

"Have a fight?" Max asked kindly.

Ben looked to the side and blushed. "No…" he said slowly. "Not…exactly. I kind of left before they could fight back."

Max sighed and sat down. "It's getting a bit rough up there?" he asked.

"Kinda," Ben admitted. "I don't know. I just… really…" Ben's grip around his legs tightened. "I miss home," he said in a small voice.

Max laughed. "Gwen's pretty homesick too. Getting away from home seems pretty fun until you're gone for too long. It's been nearly two months, I can see why. Are you going to be okay?"

Ben sighed. "I'll be fine, you don't need to worry about me. Geez," Ben blushed and looked away from his grandfather.

Max nodded knowingly. "I understand," he said. "Don't worry Ben. It should be over soon."

"I know," Ben admitted. "But still, as cool as this is, I'd kind of like to be spending my summer on earth, at random places over the U.S."

"But who else gets to spend their summer in a space ship?" Max asked.

Ben grinned, "I know. That's totally awesome." His grin fell and a small spark of loneliness could be seen in his eyes. "I just feel really far away."

Max's smile softened. "I see," he said knowingly.

Ben rested his chin on his knees and he looked at his grandpa. "Hey…" he said softly.

"Yes?" Max asked.

"Is it… is it too late to call mom?" he asked.

Max smiled. "It's about 9 there, so not yet. Want me to wire you through?"

Ben nodded. "Yeah, I'd like that. A lot."

"You'll only be able to hear her voice," Max warned. "Your house doesn't have video feeds."

"It's okay. I don't mind. I need to check up with her anyways," Ben sighed. "Please?"

Max nodded and Ben could hear the sound of a phone ringing as the screen went blank. A few seconds later he heard someone pick up the phone. "Hello?" his mother asked.

OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

Awww, Ben's getting homesick. As would any sane kid. Heh, I've got lots more planned, so enjoy the fluff while it lasts. (Another... 4 chapters, 3 at least.)


	8. Chapter 8

Hoverboard saw the lights shining from underneath the frame of the door. He walked over to it and opened the door, ready to barge in and yell at Ben about his childish behavior. Just as he opened his mouth he heard a female voice come from the room. "Hello?" it asked.

Then in reply he heard Ben's voice. To his surprise it was small and shaky, as if he was frightened, or sad. "Mom?" Ben asked.

Hoverboard blinked. 'Mom?' he wondered. Ben threw a hissy fit then went to call his mother? That made no sense.

Sense or not, the woman on the other end of the call seemed overjoyed. "Ben! Oh sweetie, it's been weeks since you last called. Are you all right?"

"Yeah, yeah, I'm fine," Ben assured her. "Sorry I haven't called. Things have been… busy."

"I was worried you forgot about me," Ben's mom said with a hint of a teasing grin in her voice. "Having too much fun with your grandfather and cousin?"

"Grandpa, sure. Gwen is just annoying," Ben said carelessly.

"Awww, I'm sure your cousin loves you. You two really should try and get along better," his mom chided.

"Ick," Ben said. "Get along with HER?" he asked.

"Or not," his mom replied with a laugh. "So, what else has been going on this summer?"

Hoverboard stepped out into the room to look at Ben whose back was turned to him. The boy lounged in the chair and held the Omnitrix above his head and gazed at the piece of alien technology. "Not much," he said slowly. "Just been here and there."

"So much is going on," his mom sighed. "I'm a bit worried about you out there. All those attacks going on, I don't know what to think."

"Don't worry mom, I can take care of myself," Ben laughed. "Trust me."

Red came into the room. "Hey, here you are. Have you found…" he started off but Hoverboard put a hand on his shoulder and shook his head. He looked pointedly at Ben and Red got the message and was quiet.

"Well, if you're sure," his mom said doubtfully. "So, how are you feeling?"

"Fine I guess," Ben answered. "It's gotten a little lonely," he admitted.

"Oh?" his mom asked, surprise in her voice.

"A little," Ben emphasized. "Just a little."

"I see," his mom replied. "Well, Ben… if you want, and I'm not saying you have to, but if you want someone to talk to and I'm not home you could call your dad."

"What?" Ben asked angrily.

"Hear me out honey," his mom said quickly before Ben could get more upset. "Your father called a week ago asking if you wanted to come and see him. He misses you Ben. Even though things didn't exactly work out between us, it doesn't mean that he doesn't love you."

"Yeah well, he should have thought about that before he walked out the door," Ben growled hotly.

Red and Hoverboard exchanged glances, suddenly feeling like eavesdroppers.

"Ben!" his mom sounded a bit harsh and Ben winced.

"Come on mom! He left and he didn't call for a year. Now he wants me to come over to see him and pretend nothing happened? I don't want it, any of it. I'm fine with the way things are," Ben said. "I don't know how you can forgive him."

"I haven't," his mom sighed. "But I can't imagine what it would be like to be unwanted by your own child. I feel sympathy. Plus, you loved him Ben. I think you need to give your father a second chance."

"No," Ben said flatly.

There was a rush of static as Ben's mom sighed into the phone. "Stubborn as ever. I was kind of hoping a few weeks with your grandpa would mellow you out some."

"Ha, grandpa is the one that gets us into stuff half the time," Ben said wickedly.

"What?" his mom asked, dubiously.

"Nothing," Ben replied in an innocent tone that his mother did not buy for a second.

"Well, think about your father for a bit," she said gently. "I know you don't want to, but I'm asking you to. He misses you Ben."

"Yeah, whatever," Ben growled.

"I wish I could make the hurt go away, Benny, but I can't. I can't make things better. You have to make them better on your own," his mom told him gently.

Ben looked at the ceiling and was quiet for a long moment.

"Ben?" his mom asked.

"I know," Ben replied softly. "I know, but right now I have enough to deal with. Dad is the last thing on my mind to be honest."

"Just… think about it for a bit, will you?" she asked.

"Sure, whatever," Ben replied and looked at the dark monitor that was transmitting his mother's voice.

"That's my Benny Bunny," his mom said with a smile.

"Mom!" Ben protested. "Don't call me that. It's embarrassing!"

"Can anyone hear me?" she asked.

"No…" Ben said slowly.

"Then I can call you whatever I want. You may think you're all grown up but you're still my Benny Bunny. And you always will be, regardless of how old you get," his mom told him.

Ben groaned and rolled his eyes. "But it's so embarrassing!"

"Part of a parent's job is to come up with embarrassing names for their child. It's a rule," his mom teased.

"Really? Where does it say that?" Ben said stiffly.

"Right here in the parental rules code book," she continued. "Right under, 'Parents will always make their kid eat the most disgusting vegetable possible,' and above 'Parents will always send their kid to bed right before that really awesome scary movie that's on until some ungodly hour in the morning'."

Ben giggled and turned over in his seat to gaze at the monitor, wishing that he could see his mother's face.

"A smile. That's good, I was worried that I upset you while you were on your big vacation," his mom said kindly.

Ben sighed. "You didn't. I just miss home a bit, that's all."

"Home sick?" she asked.

"A tiny, little bit. Really, I can't tell most of the time," Ben defended himself.

"Okay then, that's fine," his mom replied. "Are you having fun?"

"Yeah, lots of fun," Ben said happily. "So many cool things have happened this summer!"

"Are you eating right?" his mom asked pointedly.

Ben paused. "Aside from when grandpa makes us eat bugs… yeah."

"Dad's just a little adventurous, that's all. Don't take it too hard, and make sure you eat right Ben. I don't want you getting sick or anything."

Ben rolled his eyes. "I don't think I can get sick. Or at least, nothing more then a cold. It went away pretty fast."

"Grandpa's medicine?" his mom asked.

"Yeah… did he make you take it too?" Ben asked.

"Yes, he did. And I remember hating it," his mom laughed. "But it helped. And so I took it."

"Uh huh," Ben replied.

"So, feel better?" his mom asked, catching Ben off guard.

"Yeah, a little. Tha…I mean…I… mom!" Ben protested.

"Just making sure," his mom said gently. "I have to hang up now, but can you promise to call me in a week?"

"Sure mom," Ben replied.

"Okay, I love you."

"Love you too," Ben said grudgingly.

"Forever and for always…" his mom chided.

"Mooooom, not this," Ben said sulkily. "It stopped being cute when I was five."

"Ben," his mom said with a kind of disappointment in her voice.

Ben sighed heavily. "Until the stars go out and the sun is no more…" he continued.

"Even after we go our separate ways…"

"I will always love you forevermore," Ben said quickly.

"Thanks sweetie. Good night," his mom said gently.

"Night mom. Call you in a week," Ben said and pressed a large red button that flashed once before the monitor was still. Ben sighed and gazed at the darkened board for a bit. "Benny Bunny, what does she think, I'm five still?" he muttered and got up.

Red and Hoverboard quickly left the room and walked down the hall right before Ben came out of the room.

Ben looked around suspiciously and then quickly made his way towards his room, his cheeks still red from the little rhyme he and his mother had been using on and off since he could talk.

"Heh, that was pretty cute," Red said gruffly.

Hoverboard looked thoughtful. "I do not understand about the child's father. What does he mean when he said that he 'walked out'? Is that literal?"

"I don't know," Red said, looking concerned. "But I may not be a good idea to ask."

"No," Hoverboard agreed. "Perhaps he will come to us in his own time."

"That's the spirit," Red said and slung an arm around Hoverboard's shoulders. "Now, let's find out how to help the kid's mom and get him to eat what is 'right' by Earth standards."

"Easier said then done," Hoverboard admitted dryly. 


	9. Chapter 9

The next morning Ben woke up with a bad headache and a stuffy nose. He wrinkled his nose in distaste as he looked at his pale reflection in the mirror. "Awww man," he groaned. "I just got done being sick." 

He sighed and rubbed his head. "How did I get sick?" he wondered to himself as he walked out of his room. "I'm in the middle of space!"

He continued to grumble as he walked into the kitchen where all ten aliens were sitting, waiting for Ben, ready to confront any problems by any means necessary. As it turns out, they needn't have gone to the trouble. "Hey guys," Ben said dully as he sat in a chair and lay his head down.

Hoverboard looked at Ben in a concerned way before walking over and sitting next to the child. "Um, Ben, are you all right?"

"I just have a cold," Ben said dismissively. "I'm tired and sick and I don't feel very well. Give me a few days and I'll be fine."

"Are you… hungry?" Hoverboard ventured.

Ben shook his head slowly before placing it back into his arms. "Nah," he said softly. "I'm too stuffed up to feel hungry."

"Is it safe for you to not eat?" Hoverboard asked.

Ben looked at him scrutinizing. "You guys are a little hyper about my health, don't you think?" he asked hotly while crossing his arms. "I'm not a little kid, I can take care of myself."

"You're a child," Specter told him kindly.

"So?" Ben asked. He was quickly becoming rather crabby and intolerant from the cold and his aching body. "Look, you guys are aliens and you don't know the first thing about my planet. I'm a human kid, sure. I need to eat this to be healthy and I need to do this to stay safe. Fine. But do you actually know me? Do you know who I am, or who Grandpa is? Do you even care? Or am I just some poor unlucky shmuck who got stuck with this thing on my wrist?"

Been took a deep breath and plunged on. "The only reason any of you even care about my existence is because I have the Omnitrix. I have this amazingly powerful device so therefore you guys want to keep me safe to keep it safe. I'm here by default, not because you actually like me. So why don't you drop the act and leave me alone!" he yelled and stood up quickly. His green eyes misted over for a second as he swayed dangerously and Hoverboard stood up quickly in a panic to make sure Ben didn't fall over. Ben grabbed the table and shut his eyes tightly, willing away the feeling before glaring at the other aliens. "I'm fine," he growled stiffly before walking out of the room.

Rampage growled once then took off after the child, making a series of yips and growls as he followed Ben down the hall.

"Well… that could have gone better," Red said slowly.

"He's upset…" Stinky said slowly.

"He's right," Tech countered. "We do only care about his well being because he has the Omnitrix."

"Except Rampage," Impulse offered. The blob of living metal turned to Hoverboard and nodded at the closed door. "What should we do?" he asked. "He is sick and there is no doubt that it's worse then he's making it seem."

Hoverboard was silent for a minute before sighing heavily. "Impulse, I want you to go to the 'internet' again and look up anything you can on human sicknesses and how to take care of it. Tech, go with him and help."

Tech and Impulse nodded and disappeared through the door.

"Umi, I want you, Sun and Stinky to go monitor any transmissions we may recive. If we get anything from the council, please counter for as long as you can and call me," Hoverboard told the sea creature.

"All right," Umi rasped. "But I think you're freaking out a little too much over a child."

"He has what we need," Hoverboard admitted. "And if his DNA is corrupted by and illness then the Omnitrix may be rendered useless."

"We're going!" Red announced and pulled the other two out of the door.

"Accelerate, can you try and find Ben?" Hoverboard pleaded. "Something tells me he can't be by himself."

Accelerate nodded and retracted his visor for a moment. "Are you upset about what he said?" he lizard like alien asked.

Hoverboard frowned. "I'm upset because he's right," he said finally. "But we should probably try and change that. He's just a kid and he doesn't deserve this."

Accelerate nodded and sped out of the room.

Red put his hand on Hoverboard's shoulder. "It's all right. He was just probably not feeling well or something."

Hoverboard nodded. "Yeah, probably," he assured himself.

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Ben lay against Rampage's fur and took in a painful breath. "Okay, maybe more then a cold," he admitted slowly. "Ugh, I haven't felt this bad since I got the stomach virus last year at school."

Rampage growled and nosed Ben in the shoulder to see how responsive the child was. Ben laughed hoarsely and pet Rampage on his head. "I'm fine, or I will be after I rest a little."

Rampage growled lightly then lay his massive head back down into his paws.

Ben sighed and turned on his side. He curled up in a little ball and buried his face into Rampage's fur. "I know what I said was mean," he said softly. "But… I also know it was right. Do you think it's okay that I said that?"

Rampage snuffed once and growled.

Ben had no earthly idea what Rampage had just said but he decided to go with it. "I should probably say something," Ben sighed. "I'm still mad though," he huffed sulkily.

Rampage curled a little tighter as Ben shivered a little. Ben laughed and sat up. "It's all right, just a shiver." Ben held his hand up to his forehead and frowned. "I also have a fever," he admitted slowly. "You know, maybe I should go crash for a bit. This is kinda bad."

Rampage stood up and followed Ben out of the closet they had barricaded themselves in. Ben winced as he walked into the considerably brighter light of the main room. "Ow," he hissed as he rubbed his eyes.

Rampage nudged Ben gently in an effort to get the child moving. Ben stumbled forward a few steps before looking up again. "Bad…" he murmured. He reached out and swayed dangerously. "…get… him…" he managed to choke out before he passed out on the floor.

Rampage trotted over and nudged Ben. When Ben didn't respond he let out a loud bellow and ran for the nearest elevator.

Accelerate heard the bellow and rushed to its source. When he got there, he saw Ben lying in the middle of the hallway, sprawled out on his back and taking in short, painful gasps. Accelerate glided over and put his cool fingers up against Ben's face. He hissed and pulled them back as he noted that Ben's temperature was much higher then it usually was.

"Mom…" Ben murmured softly.

"Ben!" Accelerate knelt down and supported Ben's back and shoulders. "Can you hear me?"

"Mom… I'm sorry," he continued, not taking any notice of Accelerate's cries. "I didn't mean to."

"Ben," Accelerate shook him gently but Ben still took no notice. He was apparently still asleep, dreaming of something only he could see.

"This is bad," Accelerate hissed before he picked up Ben's body and skated as fast as he could to where Hoverboard was.

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Rampage burst into the kitchen and began to emit a strange series of yips and growls while Hoverboard and Red looked on blankly.

Hoverboard was the first to discover his wits. "Where's Ben?" he asked, realizing what probably had gone wrong.

Rampage stepped forward and grabbed Hoverboard's uniform in his teeth and pulled. Hoverboard and Red exchanged glances before following the alien mutt out of the door.

They had made it about 3/4ths down the hallway when Accelerate sped up to them, cradling Ben's body. "He's completely unconscious," Accelerate said quickly. "Before he was in some kind of delirium, talking to his mother."

"This is bad," Hoverboard hissed. "We don't know anything about human illnesses."

"Call his grandfather," Red suggested. "See if he knows anything."

"That's a good idea," Hoverboard agreed. "All right. Accelerate, Red, take him to his room and… I don't know… put something cold on his head. Try and bring his temperature to normal."

"What is normal?" Accelerate asked.

Hoverboard frowned. "I…don't know," he admitted. "Ask Impulse and Tech. They probably know by now. Ask if they know anything else we can do. Try and wake him up. We need to know if he's okay."

"You mean you need to know if the Omnitrix is okay," Red said softly.

Hoverboard turned his bright gaze on the red alien. "Are we going to argue morals here, soldier?"

Red crossed his arms. "No disrespect, sir," he relented after a moment's stare down.

"Good. I'm going to go call Tennyson. Maybe he knows what's wrong," Hoverboard sighed and ran down the hallway. Just one more thing to go wrong with this little 'adventure.'

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Accelerate put Ben into his bed and Red pulled the covers up around him. "He's too hot," Accelerate said slowly. "Won't that make it worse?"

"He's shivering too," Red pointed out. "Doesn't that mean he's cold?"

Accelerate and Red exchanged worried glances. "We have no idea what we're doing, do we?" Red asked finally.

"I'll go get Impulse and Tech," Accelerate answered. "They will."

Red nodded and watched the blue alien streak out of the door. He walked over to a sink and ran cold water over a cloth that was in a closet in the room. He folded it up and placed it on Ben's forehead, which seemed like the most logical place to put it, considering the situation. With that done he sat down and watched the sickly child toss and turn in bed.

"Mom…" Ben groaned. "Please…"

"Ben?" Red asked.

Ben was obviously having a dream of some kind, and once Red realized it, he made no further effort to wake Ben up. He knew it would be futile anyways.

"Mom…" Ben hissed, curling up in some kind of pain. "Don't let him go. I didn't mean it. I didn't…"

Red was unsure as to what Ben was talking about so he merely patted the child awkwardly on his back.

"I didn't mean what I said to dad…" Ben whispered.

Red stopped patting Ben's back for a second while Ben groaned from the heat of the fever. "It's all right," he said with a small, worried grin. "It's not your fault."

Ben quieted down and coughed, loosening whatever was choking his lungs. Red resumed patting his back, feeling a little better about doing so. It was no longer just the Omnitrix he wanted to protect. He also wanted to protect Ben, the person. Not the holder of the Omnitrix, but the child who despite his age, was just trying to do the right thing. It was no longer about the war, Red thought, it was about the people it was beginning to effect.

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Ben is going to be a bit... OOC in the coming chapters. Not horribly so, but more like "I'm sick so I'm going to be a lot more sulky then I normally would" This is the arc where the aliens finally realize that it's not just about the Omnitrix. And Ben does as well. Also, more development about his dad and family situation. Yays!

Hugs to my reviewers!


	10. Chapter 10

Tech scurried into the room with Impulse oozing after him slowly. Both of the aliens looked a little disturbed but more worried then anything else. Accelerate whizzed into the room a second later, nodded once and zoomed out again, presumably to report to someone. 

"Normal human temperature is '98.6 degrees Fahrenheit' in their measurements of heat. It's about 207.45 microunits. I don't know how to determine his current temperature nor do I know how to bring it down," Tech admitted. "We looked through several information databases and found tools called 'thermometers' but they are on Earth."

"It also appears that there are several Earth sicknesses that have the same symptoms of 'high fever', 'coughing', 'delirium', and 'dizziness', some of the sicknesses have different reasons for different symptoms," Impulse finished.

Red sighed. "In other words, you have no idea what to do."

Tech and Impulse shrugged sadly, "Sorry," they said together.

Red shook his head and glanced down at Ben. The child was fast asleep on the bed and looking a bit more peaceful now that he was fully asleep. He sounded stuffy and his breathing seemed almost painful, but he didn't appear to be in any pain or discomfort and that was good enough for the large alien.

Finally, Tech spoke up. "Think he'll be okay?"

Red leaned back in his chair and nodded. "I hope so. I hope he'll be okay, that is," Red corrected himself.

The other two aliens weren't sure how to respond to that, and so they didn't.

* * *

Hoverboard sighed as he put the call through to Max with a heavy hand. The last thing he wanted to do was call Ben's grandfather and tell him that his grandson was practically unconscious due to an illness that they didn't know how to treat. 

Max picked up the other end of the phone after about a minute of waiting. "Yes?" he asked, sounding a little hopeful. Hoverboard guessed that he was waiting for Ben to call.

"Hello Mr. Tennyson," Hoverboard said gruffly, then paused. "Um…"

Max watched the assertive alien fail and jumped into the conversation. "What's wrong?" he asked.

Hoverboard sighed, and rubbed his forehead. The crystals that made up his body grated together in a painful sound but Ben didn't press it as Hoverboard got ready to talk. "Ben is… sick," he said finally. "Really sick. We don't know what to do or how to take care of it, and so…" he trailed off, not sure how to end.

"You want my help," Max said softly, letting it sink in. "Oh boy," he murmured and rubbed his chin with his hand. "Is there any possible way to get Ben down to Earth? I'm no doctor, I don't know how to diagnose and treat human sicknesses."

Hoverboard looked upset. "I don't know," he said finally. "It would be difficult, but doable. It may take a day or two though."

"How bad is he?" Max asked.

"High temperature, coughing, he called for his mother," Hoverboard listed the problems grimly. "I think he's asleep now, though."

Max bit his lower lip and frowned. "Do what you can to get Ben down here. He needs a doctor."

Hoverboard nodded. "I'll do my best. Do you have any suggestions to help before then?"

"Cold compressions for the fever," Max said slowly. "I don't suppose any of you knows how to make chicken soup?"

"Excuse me?" Hoverboard asked, clearly puzzled.

Max shook his head. "Never mind," he dismissed. "Make sure he gets lots of liquids and soft foods. When he wakes up ask him about it, he'll tell you what he feels like eating. He's 10 but he knows better."

"All right," Hoverboard said, mentally taking notes of the list. "Anything else?"

Max shook his head. "No, just make sure he's comfortable and try and get him back on Earth as soon as you possibly can. If it's a bacteria then he needs medication and that you can't get up in space. He also needs a diagnosis, and for that you need a doctor."

Hoverboard nodded. "I understand. I'll do my best."

Max sighed and looked at the screen intently. "I'm going to call his mother," he said finally. "It's her son. She needs to know when he's sick enough to take to the hospital."

"But Mr. Tennyson, we can't let him stay on Earth. What will you do when we go back into space?" Hoverboard asked, alarmed that Max would even consider such a thing.

"We'll worry about that when it comes. But there's nothing worse then not knowing about your family," Max said softly. "Don't worry. I'll think of something when the time comes."

Hoverboard had a small stare down with the human before realizing that he was dead serious and not budging on the issue. Finally the large crystalline alien nodded. "Very well," he growled.

Max nodded seriously as well and bided Hoverboard goodbye with a promise to call back later.

Hoverboard shook his head and prepared to call the council. Intergalactic war or not, Ben needed help and he had every intention of doing everything in his power to give it.

* * *

Ben groaned and buried his face into his slightly damp pillow. He felt dizzy, hot and in a generally irritable mood as he returned to the land of the living. 

Red bent over the grouchy child and smiled for his benefit. "Hello?" he asked.

"Hey," Ben muttered, clearly not in the mood to talk.

Red took in the subtext and cheerfully ignored it as he continued to press Ben for information. "So, what's wrong?" he asked.

"Do I have to answer?" Ben replied darkly.

"It may help in our cross examination of your symptoms in order to find out what is wrong," Tech said.

Ben muttered something into his pillow that was intelligible to the three aliens in the room. Accelerate, Stinky and Sun came into the room just as Ben decided to brave the world and turn over.

"Hey kid," Sun said with a small grin. "You okay?"

Ben made a face and stuck out his tongue. "I feel hot, my chest hurts, everything aches and I want my headache to go away," he grumbled. "No."

Red and Stinky exchanged glances, not sure how to handle the irritable child. It wasn't exactly something they had been trained for as ambassadors.

"You don't have to be so snippy," Stinky said finally.

Ben grumbled and flopped face first back into his pillow. Apparently being nice was too much of an effort for the human. Red looked back at the other aliens and shrugged.

Everyone else decided to leave the room and it's crabby occupant. Red stayed behind to watch over Ben as they went to the eating quarters to ponder what turn their little adventure in human watching was going to take next.

"He's a little ungrateful," Stinky complained. "We're just trying to help."

"He's sick," Impulse noted kindly. "Any child would act the same way. We keep on forgetting he's 10 unless he acts like it."

Sun snorted. "How could you forget?"

Umi rested his arms on the edge of the tank of water he was floating in. "Why are all of you so worried? He is the holder of the Omnitrix, not your little sibling."

"Because unlike some here, a few of us actually have hearts," Accelerate hissed softly. "He is a living creature you know."

"You're taking it to personally," Umi insisted. "The Omnitrix won't come off so easily, what if in the end we have to make a decision based on his life or the fate of the universe. Which would you choose?"

There was a pregnant silence as every alien in the room shifted uncomfortably. "We can't afford to let emotions get in the way of our mission," Umi said finally.

"I think we're all beyond that," Sun muttered. "There's a sick 10 year old kid on board and I think right now that takes some kind of priority."

"You're missing the point," Umi growled.

"No, you are!" Sun shot back. "It's not about the Omnitrix, Umi. It's about the people it's affecting. It's about everyone else in the universe that needs help."

"Exactly," Umi said darkly. "Everyone else. Could you choose to save all those other, unnamed innocents if it meant giving up the life of one child?"

Sun glared fiercely at the sea dwelling alien before turning on his heel and stalking out of the room.

Tech blinked slowly and turned back to Umi. "Your logic is correct numerically," he told Umi. "But morality cannot be measured in numbers."

Umi sighed and rubbed his head. "I looked like the bad guy, didn't I?" he asked hoarsely.

"Unfortunately," Specter murmured dryly.

Impulse sunk to the floor in a metal goo and flattened out. "We all have a little bit to think about," he said before disappearing into his own mass.

* * *

Hoverboard sighed and turned off the com. He let his hands fall on either side of his chair and glazed up at the ceiling. Just one day, he had to wait one day. 

He didn't want to wait one day, he wanted to go at that moment. Get the child better, get Ben better. He knew his view of the mission was being skewed because of his attachment to the hyperactive Ben, but he couldn't help it. It was one thing to protect a lifeless piece of hardware; it was another thing entirely to protect a living, breathing creature. Ben was alive, he had a personality and he had a conscience. It wasn't the same.

Hoverboard didn't know what to do with himself anymore. He knew he was endangering the mission because he, and half his crew, was growing needlessly attached to Ben. It was certainly something to mull over.

After Ben was better, that is.

* * *

Bleh, I knooooow I haven't updated in forever, and I'm sorry. School is EVIL and I'm being totally swamped but here's a new chapter for all you wonderfully patient people. I have a solid idea of where this fic is going and how it's going to end, so updates should be faster, but I don't know if they will be. 

Enjoy the deep though angst (tm) and hopefully things will get happier soon. The drama stays though, through to the end. Yay.

Hugs to my reviewers!


	11. Chapter 11

Ben curled into a little ball underneath his covers and shivered. "Man, how is this fair? Worst thing I got over the school year was a cold, and now that I'm vacation I can't get out of bed."

Red blinked his eyes confusedly and shook his head. "School?" he asked. "What are you talking about?"

Ben sniffled and pushed his face into his pillow, muffling the words so that Red had to strain the hear him. "School is where humans go to learn stuff. But it can be really boring. Getting off school because you're sick or better yet, because of a snow day is a good thing."

Red frowned trying to follow Ben's logic. "So, you want to get sick?"

Ben laughed and little before it devolved into a coughing fit. After he had calmed down he shook his head. "No, no," he said quickly. "I don't want to be sick, not like this and not over my summer vacation. It's just that if you get a little sick, enough so that they don't want anyone else to catch it, then you don't have to go to school over winter break."

"Oh," Red said slowly, still not quite understanding.

Ben sighed and curled up again. "I don't like being sick," he said softly.

Red patted Ben's shoulder for comfort and smiled. "Few do," he said.

Ben smiled back and curled into the pillow falling asleep in a matter of minutes. Red sighed and leaned back in the chair, trying to sort out his own thoughts. After a few minutes he decided it was too taxing and took a small nap of his own.

* * *

Hoverboard paced in front of the screen, wondering how he was going to convince his leaders that they needed to jeopardize their mission because a human child was sick. He sighed and rubbed his head, his own argument feeling weaker and weaker as he repeated it in his head. 

He sighed and continued to pace nervously trying to think of something to say that would help his case. The screen flashed and Ta'ha'lach's face appeared on it. Hoverboard did not notice and continued to pace in front of it nervously. Ta'ha'lach's eyes followed his vassal's movements for a little while before he cleared his throat.

Hoverboard jumped about a foot into the air and whirled around to gaze at his leader sheepishly. "Greetings, great one," he said nervously. "How are you?"

Ta'ha'lach's eyes narrowed. "I'm doing fine," he said slowly. "Although you seem to be a different matter. What is wrong, soldier?"

"Noth…" Hoverboard started then decided against it. "Actually," he said. "I have something to talk to you about."

Ta'ha'lach nodded. "I am listening, soldier."

Hoverboard cleared his throat and took a soldier's stance, his arms stiff at his sides and his chin up and proud. "Great one, the holder of the Omnitrix is extremely ill and needs to be returned to his planet so that he can recover. I request temporary leave from the ship to take him to Earth so that he may recover."

Ta'ha'lach frowned and was silent for a bit. "Soldier…"

Hoverboard plunged on. "I am well aware of the risk it imposes and I am willing to take any and all blame for the consequences of this decision. However, I must state that if the host of the Omnitrix is not well then it may have unseen consequences for the Omnitrix its self."

Ta'ha'lach closed his eyes as if he was thinking. He leaned back in the chair he was sitting in and took a deep breath. "How… how ill is the holder of the Omnitrix?" he asked slowly.

Hoverboard rubbed his head slowly and shook his head. "That's the problem sir, we can't tell. We know so little about human illnesses that it's impossible to have something to compare it to. His guardian seemed fairly upset when I called him though."

Ta'ha'lach's lips twisted, the crystal rubbing together and making a grating noise that almost made Hoverboard wince. "I will grant you permission soldier, as long as you agree to accept any and all consequences that occur because of this decision."

"I give you my word as a soldier," Hoverboard said in all seriousness.

"Very well then," Ta'ha'lach said and nodded. Then a small look of concern passed over his eyes. "Solider?" he asked.

Hoverboard stood to attention once again. "Yes, great one?"

"Am I getting soft in my old age?" Ta'ha'lach asked uncertainly.

Hoverboard shook his head and saluted his leader. "Of course not sir," he said. Then he relaxed and smiled for his leader's benefit. "No more then I am, sir. If you are growing soft then I am far beyond you."

"Thank you, solider," Ta'ha'lach said and gave Hoverboard a small smile.

"Any time," Hoverboard replied and saluted his leader one last time before the screen went blank. He relaxed slowly and stared at the blank screen, gathering his thoughts about himself. "All right, time to do this."

* * *

Hoverboard glanced at the eight aliens in front of him and frowned. "Where is Red?" he asked. 

"With the kid," Sun said simply. "Asleep."

Hoverboard rubbed his eyes with his hand briefly and sighed. "All right. Here's what's going on. I received permission to take the kid… I mean Ben down to Earth to find out what's wrong as long as I'm willing to take care of any resulting consequences myself. So, I will split us up into two teams, one team comes with me and the other stays here. Okay?"

Umi nodded from his tank. "I'll stay here, I can't survive very long out of water and the humans appear to live on their landmasses."

"I'll go with you," Sun said, raising his hand and stepping forward.

Hoverboard nodded and glanced at the remaining six. "Well, Red will probably wish to go with us so is there anyone else who is cares either way?"

Tech scratched his chin and frowned thoughtfully. "I should probably stay here so that I may keep the ship running smoothly."

Hoverboard nodded, "Good idea," he said.

"Rampage will stay here," Sun said sternly. The dog like alien began to whimper but Sun shook his head and he stopped. "Sorry big guy, too many things can happen."

"I will go," Impulse said simply.

"I'll stay here," Stinky said. "I'm too noticeable."

"You mean your stink is too easy to find," Sun teased.

"Watch it, hothead," the insect-like alien muttered.

Specter floated in front of them and his lone eye flowed along its track until it was level with Hoverboard's own gaze. "I would like to go," he said quietly. "However I believe Accelerate's powers would be of more use to you then mine. Should an emergency arise speed may help more then anything else."

Accelerate nodded. "I agree," he said. "Also, I would like to go. Earth seems like an interesting place."

Hoverboard nodded and then glanced at Specter. "So you'll stay here?" he asked.

Specter nodded his shapeless head. "I'll be on backup," he explained. "Should anything happen here or if anything happens there and you need help, I'll be on standby to come down."

Hoverboard nodded, agreeing with his comrade. "I know you haven't had a down time for awhile. Can you handle being on standby constantly?"

An aura of amusement seemed to permeate to room as Specter hovered up and down quickly. This was, Hoverboard guessed, equivalent to a laugh. "I have no need for such things as sleep or resting periods. I'll be fine."

"Very well," Hoverboard replied and nodded. "Well, since that is all set, let's get ready to go."

* * *

Hoverboard walked into Ben's room where Ben was still fast asleep and Red was just starting to wake up. Hoverboard walked over to Red and shook his top arm roughly. "Wake up, soldier." 

Red snorted and stood up, from sleep to attention in less then a second. "Yes, commander," he said gruffly and saluted with two of his arms.

Hoverboard smiled, just a little as he said "Stand down soldier."

Red grinned sheepishly at Hoverboard and shrugged. "Sorry."

"It's all right," Hoverboard assured him. "Come on, we're going to Earth."

Red heaved a sigh of relief and picked up the sleeping Ben from his bed. "Thank goodness," he said and walked out of the room.

Hoverboard glanced from Ben's sleeping face to Red's own determined smile. "You're quite fond of the human," he said offhandedly.

Red nodded. "I decided that I'd rather save the few people I know then the millions I don't. I'm a simple person and I just want to make sure those that I know are safe." He paused and shifted uncomfortably. "Is that wrong?"

Hoverboard was silent for a bit as they walked down the hallway to where the ship was waiting to take them to the Earth. He took in a slow breath then shook his head as he exhaled. "No, it's not," he assured Red.

Red smiled and nodded, seemingly at ease. "Thanks," he said gruffly and walked into the hanger.

"No problem," Hoverboard said to himself, wishing he could assure his own conscience just as easily.

* * *

Ben grumbled and woke up slowly, leaning against something soft. "Hm?" he asked slowly. 

"Morning kid," a deep voice said.

Ben shook his head to clear it. "Morning already? I don't wanna go to school…"

There was some laughter as Ben gathered his wits about him. "Wait," he said slowly. "Oh."

Red laughed and ruffled Ben's hair gently. "Don't worry about it. We're going back to Earth but you don't have to go to school."

Ben grinned up at Red. "Can I get that in writing?" he asked.

"What for?" Sun asked from a different seat, across from Ben's and Red's.

"So I can use it on my teacher next year," Ben said with a grin. "Dear Mrs. Butterfield, I am excused from school today to help save the world. My large alien friend can vouch for me."

"I don't think so," Hoverboard said gently but he too was grinning slightly.

"Darn," Ben said playfully as he leaned back in his seat and started to drift off again.

"You seem to be in a better mood," Accelerate noticed.

"Sleep helps," Ben said and then he curled into his seat and didn't say anything more for the remainder of the trip.

"It sure does," Red agreed in a low voice. He chuckled as Ben fell back asleep, feeling a little better about himself now that he finally understood what he was striving for.

* * *

Yay, here's an update oh patient readers! Sorry it took so long, as this is completely AU it's hard to write it and not have a ton of plot holes, you know? Plus some health issues etc. Regardless here's the next chapter to prove I haven't abandoned the fic nor do I not no longer like Ben 10. Heh, double negative. 

Enjoy the fic and I'll see yas next update. Hugs and cookies to my reviewers!

In response to a few reviews I'd like to say this.

I have made it perfectly clear that this story is an AU. I knew Ben 10 would continue airing while I began this fic somewhere in the middle of season 1. So anything that may or may not happen with the aliens that doesn't fit is because I'm not following the show's canon. Thanks.


	12. Chapter 12

The ship landed gently on a mountain, out of sight. Hoverboard tapped a small device and motioned for everyone to get out. Red picked up Ben, who had fallen asleep on re-entry and cradled him gently as they got out of the ship. Finally, after everyone was on the ground, Hoverboard pressed a button and let the ship's cloaking devices hide it from sight.

"Who are we waiting for?" Sun asked.

"There you are," a voice called and the aliens looked over. They saw Max, in his large Hawaiian style shirt headed towards them with a panting Gwen right behind him.

"Them," Hoverboard answered simply as they waited for the humans to catch up to them.

"Could you have picked a harder to get to place?" Gwen asked grumpily.

Max put a hand on her shoulder to quiet her and looked up at Hoverboard. "I got here as fast as I could. Where's Ben?"

Red offered Ben to Max and the older man smiled sadly as he took his grandchild into his arms. "Looks like he caught a little bug alright," he said softly as he put the back of his hand against Ben's forehead. "Pity you got sick on your summer vacation."

Ben cracked an eye and smiled weakly up at his grandfather. "Yeah, I'd rather miss a week of school myself," he replied, then coughed a little and snuggled against the familiar feel of his grandfather's embrace.

Max sighed heavily and shook his head. "Your mother's worried sick. She's driving out as we speak, but she may not get here until tonight. Until then we need to get you to a doctor and find out what's wrong."

"No needles?" Ben asked quickly.

"I can't promise that, Ben," Max said gently. "Don't worry, whatever shots they give you will probably make you feel better."

"But they hurt," Ben whined.

"You sure you're sick, dweeb?" Gwen asked saucily. "Because you're complaining like you're fine."

Ben stuck his tongue out at his cousin and huffily leaned back into Max's arms. Max frowned and sighed. "We'll get to a doctor as soon as we can. Until then, just take it easy. I don't like the way your lungs sound."

"And I don't like the way it feels," Ben replied. "So what else is new?"

Hoverboard stepped forward and handed a small device to Max. "We cannot join you in the public without drawing too much attention but we will be close by at all times. If you need any help at all, call us. Under no circumstances is Ben allowed to use the Omnitrix."

Ben looked sulky as Max too the device and placed it in his ear. "We understand. Thanks. Right Ben?" he looked down at his pouting grandson.

"Yeah, sure, whatever," Ben muttered and sighed.

Max nodded and motioned for Gwen to follow him. Gwen looked back at the five aliens, then trotted after her grandfather and cousin as they made their way back down the mountain.

Hoverboard turned to face the rest of them and nodded. "You know your orders," he told them. "Don't get seen, but keep an eye out for any trouble. If you sense anything call me immediately and protect the Omnitrix at all costs." The other four aliens nodded and then turned to make their own path down the mountain.

* * *

Max, Ben and Gwen made their way into the emergency room in a hospital in a small town called Bush Creek in Minnesota. They were greeted by a sleep deprived nurse who looked worse for the wear but when she saw Ben she clucked her tongue and shook her head. "Got a bit of a fever, sugar?" she asked.

"We actually don't know how high it is," Max said. "But he was delirious a few hours ago. We aren't from around here, we're traveling across the country in my RV."

"Are you his legal guardian?" she asked.

Max shook his head. "No, but his mother is on her way. We need a doctor."

The nurse sighed. "Relation?" she asked.

"I'm his grandfather," Max said. "Here's my social security card and driver's license. His name is Ben, Benjamin Tennyson."

"Age?" she asked.

"He's ten years old," Max replied. "His mom faxed me a copy of his social security number before we got here," he continued and handed her the number. "Here's his insurance information, too," he said finally while handing over the last piece of paper.

The woman nodded and typed away at the keyboard. She pressed a few more buttons and then pulled out a card and scribbled something on the back. "Okay then, here. This hospital's kind of small so we don't get too many coming with sickness, most other folk here are injured. Go to this doctor, he's the pediatrician here and he'll tell you what's wrong and if you need to stay."

"Thank you very much," Max said graciously.

The nurse shook her head and sighed. "Don't mention it. It's what we're here for," she said with a tired grin.

Max led the woozy Ben by his hand down the hall, following the directions on the back of the card. "They're really nice up here," Gwen said. "I guess not much happens all the way out here."

Max nodded. "Good thing too. I don't think we could have handled waiting for someone to see us for hours."

Ben groaned and leaned against his grandfather for support. "Grandpa, I don't feel so good," he said quietly.

Max looked around and spotted a bathroom several yards ahead. "Keep it in," he said quickly and ushered Ben to the bathroom. Gwen waited outside while Ben got sick. As he wandered back out and took a drink from the fountain to wash his mouth Gwen's hardened gaze softened.

"Hey Ben," she said softly, "don't worry I'm sure the doctor will figure out what's going on."

Ben turned away from her and huffed. "I don't need you worrying for me," he snapped.

"Ben, be nice," Max warned. "Gwen's only trying to help."

Ben blushed and shook his head. "Yeah, I know," he muttered and followed Max down the hall. "Sorry," he muttered softly.

Gwen smiled and nodded.

Max opened the door and led Ben inside. He looked around the office and then down at the card. "Is there a… um, Dr. Pleson here?"

A man walked out from another door and smiled warmly. "Hello, forgive the lack of nurses. As you can tell we're a little bit understaffed at this clinic. How may I help you?"

Max held up Ben's hand and Ben looked up miserably at the doctor. The doctor nodded and sighed. "Oh dear. Well then, let's take a look at you young man."

After a thorough examination Dr. Pleson sighed and turned to Max. "Well, Mr. Tennyson, I'm afraid it seems that Ben here has a rather severe case of pneumonia. Has it been around for a few days?" he asked.

Ben nodded. "Two," he said with a cough.

Dr. Pleson nodded. "All right, then it is a gradual onset of the disease. Have you been sick at all these past few weeks?"

Ben nodded. "A cold. But it went away after a little while."

"Okay, well that answers that. I'm afraid we don't really have the staff nor medication needed to treat the disease. I'll need some blood samples to send to the nearest big city hospital to find out if it's bacterial or viral and then you should go there as well," the doctor said kindly. "Is that okay?"

"Yes, thank you," Max said and took Ben's hand. "Calm down," he said quietly as the doctor turned to get the needle. "It'll be over in a few minutes."

* * *

Ben looked up from his bed miserably and coughed. "This sucks," he said.

Gwen looked around the hospital room. "Well, at least you got in fast because we came from that other hospital. Plus, getting that x-ray was cool, right?" she asked in an effort to cheer her cousin up.

Ben nodded, feeling a little better. "Yeah, that was kinda cool. The machine took up the whole room," he told Gwen. "The doctor said they needed it to figure out where the infection was."

"I know," Gwen said simply. "It is pretty cool to see what goes on inside a hospital, huh?"

Ben rubbed the inside of his arm. "Except the needles," he sulked.

Gwen shook her head and took a seat next to Ben's bed. She picked up a magazine and only looked up when the door slowly opened. "Benny?" a voice asked.

Both children looked over to see a tall woman in her mid-thirties being escorted into the room by Max. She had green eyes and thick, curly brown hair. As soon as she saw Ben she rushed over to the bed and gathered her son up into a hug. "Oh Benny," she sighed. "I thought you said you weren't going to get sick. What happened?"

Ben buried his face into his mother's neck and hugged her as tightly as the IV would allow. "Sorry mom," he said softly.

His mom sighed and felt his forehead. "Well, so much for not having a serious sick day in your life," she said with a small smile. "At least it happened over the summer."

Ben made a face. "I don't want to get sick over the summer. I'd rather miss school," he said before coughing a little.

His mom brushed a lock of hair away from his face and smiled. "I know. But now you should get some sleep. We'll talk tomorrow." She walked past where Gwen was sitting and leaned over. "You get some sleep too sweetie. I know you're worried but he's only going to try and pick a fight with you if you're crabby." Gwen smiled wanly and walked over to the couch that was provided in the hospital room.

Max held out his arm and gently led Ben's mom out of the room before turning out the light. As soon as they were out in the hall Max hugged his daughter. "Karen, I'm so sorry. I didn't even realize he was so sick until it was too late."

Karen shook her head and hugged him back. "It's all right dad. I'm just glad he's safe now. I don't know what I'd do if I knew my Benny was in danger," she said softly.

Max frowned guiltily but Karen didn't notice. "Well, he's safe now," Max said.

Karen nodded. "Thank goodness."

* * *

I apologize for any medical inconsitencies, I'm not a med student. I did my best and really the sake of this chapter was to introduce Karen. Yay Ben's mom! She really needs to appear in the show. Somehow I think she'd rock.

Hugs and cookies to my very patient reviewers. Thanks so much for waiting with me through my fourth quarter from hell for an update. Enjoy :3


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